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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)[ X ]Quarterly Report Under Section 13 Or
15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended January 31, 2007

[ ] Transition Report Under Section 13 Or 15(d) Of The Exchange
Act

For the transition period from ________ to ________

COMMISSION FILE NUMBER000-51261

SKYFLYER INC.(Exact name
of small business issuer as specified in its charter)

|NEVADA                                           | 20-1147435                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

#205  1480 Gulf Road Point Roberts, WA
98281(Address of principal executive offices)

(360) 927-7354Issuer's telephone number

NOT APPLICABLEFormer name, former address and
former fiscal year, if changed since last report

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ]No [ ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of March 21,
2007, the Issuer had 103,200,000 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [
] No [ X ]

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PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

2

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SKYFLYER INC.

(formerly Triton Resources, Inc.)

(A Development Stage Company)

****

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

January 31, 2007
  (Unaudited)

---

|SKYFLYER INC.                    
|---------------------------------
|(formerly Triton Resources, Inc.)
|(A Development Stage Company)    
|CONSOLIDATED BALANCE SHEET       
|(Expressed in U.S. Dollars)      
|(Unaudited)                      

|                                                               |   | January 31, |  
|-------------------------------------------------------------- | - | ----------- | -
|                                                               |   | 2007        |  
|                                                               |   |             |  
|ASSETS                                                         |   |             |  
|                                                               |   |             |  
|Current Assets                                                 |   |             |  
|Other receivables                                              | $ | 5,352       |  
|Prepaid expenses                                               |   | 20,048      |  
|Deferred
      tax asset, less valuation allowance of $179,883 |   | -           |  
|                                                               |   |             |  
|Total Current Assets                                           |   | 25,400      |  
|                                                               |   |             |  
|Equipment (Note 4)                                             |   | 27,253      |  
|Patents (Note 4)                                               |   | 57,997      |  
|                                                               |   |             |  
|Total Assets                                                   | $ | 110,650     |  
|                                                               |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                          |   |             |  
|                                                               |   |             |  
|Current Liabilities                                            |   |             |  
|Bank indebtedness                                              | $ | 1,185       |  
|Accounts payable and accrued
      liabilities                 |   | 89,982      |  
|Loans
      payable current (Note 5, 7)                       |   | 123,247     |  
|Total Current Liabilities                                      |   | 214,414     |  
|                                                               |   |             |  
|Loans payable (Note 6)                                         |   | 157,835     |  
|                                                               |   |             |  
|Total Liabilities                                              |   | 372,249     |  
|                                                               |   |             |  
|Commitments (Note 10)                                          |   |             |  
|                                                               |   |             |  
|Stockholders Deficit                                          |   |             |  
|Common stock (Note 8)                                          |   |             |  
|Authorized                                                     |   |             |  
|975,000,000
      common shares, par value $0.001              |   |             |  
|Issued and
      outstanding                                   |   |             |  
|103,200,000                                                    |   | 103,200     |  
|Additional paid-in capital                                     |   | -           |  
|Accumulated other comprehensive loss:                          |   |             |  
|Foreign
      currency cumulative translation adjustment       |   | (5,654      | )
|Deficit                                                        |   | (22,294     | )
|Deficit accumulated during the development
      stage         |   | (336,851    | )
|                                                               |   |             |  
|Total Stockholders Deficit                                    |   | (261,599    | )
|                                                               |   |             |  
|Total Liabilities and Stockholders Deficit                    | $ | 110,650     |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-2

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|SKYFLYER INC.                                                     
|------------------------------------------------------------------
|(formerly Triton Resources, Inc.)                                 
|(A Development Stage Company)                                     
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      LOSS
|(Expressed in U.S. Dollars)                                       
|(Unaudited)                                                       

|                                              |   | Cumulative       |  |   |             |   |   |             |  
|--------------------------------------------- | - | ---------------- |  | - | ----------- | - | - | ----------- | -
|                                              |   | Amounts          |  |   | Three       |   |   | Three       |  
|                                              |   | From Inception   |  |   | Months      |   |   | Months      |  
|                                              |   | (April 14, 2005) |  |   | Ended       |   |   | Ended       |  
|                                              |   | to January 31,   |  |   | January 31, |   |   | January 31, |  
|                                              |   | 2007             |  |   | 2007        |   |   | 2006        |  
|                                              |   |                  |  |   |             |   |   |             |  
|EXPENSES                                      |   |                  |  |   |             |   |   |             |  
|                                              |   |                  |  |   |             |   |   |             |  
|Amortization                                  | $ | 1,136            |  | $ | 170         |   | $ | 155         |  
|Professional fees                             |   | 143,939          |  |   | 26,550      |   |   | 13,672      |  
|Management fees                               |   | 128,147          |  |   | 23,874      |   |   | 15,072      |  
|Other operating expenses                      |   | 54,849           |  |   | 4,091       |   |   | 2,245       |  
|Foreign currency loss (gain)                  |   | 12               |  |   | (217        | ) |   | -           |  
|                                              |   |                  |  |   |             |   |   |             |  
|LOSS BEFORE OTHER ITEM AND INCOME TAXES       |   | 328,083          |  |   | 54,468      |   |   | 31,144      |  
|                                              |   |                  |  |   |             |   |   |             |  
|Interest expense                              |   | 8,768            |  |   | 3,152       |   |   | 156         |  
|                                              |   |                  |  |   |             |   |   |             |  
|LOSS BEFORE INCOME TAXES                      |   | 336,851          |  |   | 57,620      |   |   | 31,300      |  
|                                              |   |                  |  |   |             |   |   |             |  
|Provision for income taxes                    |   | -                |  |   | -           |   |   | -           |  
|                                              |   |                  |  |   |             |   |   |             |  
|NET LOSS                                      |   | 336,851          |  |   | 57,620      |   |   | 31,300      |  
|                                              |   |                  |  |   |             |   |   |             |  
|OTHER COMPREHENSIVE LOSS                      |   |                  |  |   |             |   |   |             |  
|Foreign
      currency translation adjustment |   | 5,654            |  |   | 1,107       |   |   | 387         |  
|                                              |   |                  |  |   |             |   |   |             |  
|COMPREHENSIVE LOSS                            | $ | 342,505          |  | $ | 58,727      |   | $ | 31,687      |  
|                                              |   |                  |  |   |             |   |   |             |  
|                                              |   |                  |  |   |             |   |   |             |  
|BASIC AND DILUTED NET LOSS PER SHARE          |   |                  |  | $ | (0.00       | ) | $ | (0.00       | )
|                                              |   |                  |  |   |             |   |   |             |  
|WEIGHTED AVERAGE NUMBER OF                    |   |                  |  |   |             |   |   |             |  
|COMMON
      SHARES OUTSTANDING               |   |                  |  |   | 103,200,000 |   |   | 70,200,000  |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-3

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|SKYFLYER INC.                        
|-------------------------------------
|(formerly Triton Resources, Inc.)    
|(A Development Stage Company)        
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Expressed in U.S. Dollars)          
|(Unaudited)                          

|                                                                                        |   | Cumulative       |   |   |             |   |   |             |  
|--------------------------------------------------------------------------------------- | - | ---------------- | - | - | ----------- | - | - | ----------- | -
|                                                                                        |   | Amounts          |   |   | Three       |   |   | Three       |  
|                                                                                        |   | From Inception   |   |   | Months      |   |   | Months      |  
|                                                                                        |   | (April 14, 2005) |   |   | Ended       |   |   | Ended       |  
|                                                                                        |   | to January 31,   |   |   | January 31, |   |   | January 31, |  
|                                                                                        |   | 2007             |   |   | 2007        |   |   | 2006        |  
|                                                                                        |   |                  |   |   |             |   |   |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |   |                  |   |   |             |   |   |             |  
|Net loss for the period                                                                 | $ | (336,851         | ) | $ | (57,620     | ) | $ | (31,300     | )
|Adjustments to reconcile net income to cash
      used in development stage activities: |   |                  |   |   |             |   |   |             |  
|Amortization                                                                            |   | 1,136            |   |   | 170         |   |   | 155         |  
|Change in operating assets and liabilities                                              |   |                  |   |   |             |   |   |             |  
|Increase in other receivables                                                           |   | (5,279           | ) |   | (4,550      | ) |   | (2,171      | )
|Increase in prepaid expenses                                                            |   | (19,095          | ) |   | (49         | ) |   | -           |  
|Increase (decrease) in accounts payable
      and accrued liabilities                   |   | 46,798           |   |   | 45,626      |   |   | (21,471     | )
|Increase in accrued interest payable                                                    |   | 7,963            |   |   | 3,152       |   |   | -           |  
|                                                                                        |   |                  |   |   |             |   |   |             |  
|Net cash used in operating activities                                                   |   | (305,328         | ) |   | (13,271     | ) |   | (54,787     | )
|                                                                                        |   |                  |   |   |             |   |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |   |                  |   |   |             |   |   |             |  
|Acquisition of equipment                                                                |   | (28,390          | ) |   | -           |   |   | (1,164      | )
|Acquisition of patents                                                                  |   | (57,997          | ) |   | (15,689     | ) |   | (1,048      | )
|                                                                                        |   |                  |   |   |             |   |   |             |  
|Net cash used in investing activities                                                   |   | (86,387          | ) |   | (15,689     | ) |   | (2,212      | )
|                                                                                        |   |                  |   |   |             |   |   |             |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |   |                  |   |   |             |   |   |             |  
|Cash acquired from Triton Resources, Inc.                                               |   | 18,538           |   |   | -           |   |   | -           |  
|Bank Indebtedness                                                                       |   | 1,190            |   |   | 1,190       |   |   | -           |  
|Issuance of capital stock for cash                                                      |   | 32,275           |   |   | -           |   |   | -           |  
|Shareholder contributions                                                               |   | 72,947           |   |   | -           |   |   | 5,277       |  
|Proceeds from loan receivable                                                           |   | -                |   |   | -           |   |   | (65         | )
|Proceeds from loans payable                                                             |   | 271,160          |   |   | 13,018      |   |   | 54,609      |  
|                                                                                        |   |                  |   |   |             |   |   |             |  
|Net cash provided by financing activities                                               |   | 396,110          |   |   | 14,208      |   |   | 59,821      |  
|                                                                                        |   |                  |   |   |             |   |   |             |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                               |   |                  |   |   |             |   |   |             |  
|CASH AND CASH EQUIVALENTS
      DURING THE PERIOD                                       |   | (4,395           | ) |   | 951         |   |   | (387        | )
|                                                                                        |   |                  |   |   |             |   |   |             |  
|NET INCREASE IN CASH                                                                    |   | -                |   |   | (13,801     | ) |   | 2,435       |  
|                                                                                        |   |                  |   |   |             |   |   |             |  
|CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD                                    |   | -                |   |   | 13,801      |   |   | 11,187      |  
|                                                                                        |   |                  |   |   |             |   |   |             |  
|CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                          | $ | -                |   | $ | -           |   | $ | 13,622      |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-4

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|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|1. | HISTORY AND ORGANIZATION OF THE COMPANY
|-- | ---------------------------------------

Skyflyer Inc. (formerly Triton Resources,
  Inc.) (the “Company”) was incorporated on May 18, 2004, under the
  Laws of the State of Nevada and was in the business of exploring mineral properties.
  Effective April 19, 2006, the Company acquired 100% of the issued and outstanding
  shares of Skyflyer Technology GmbH (“Skyflyer Technology”), a company
  engaged in the development and commercialization of a one person, recreation
  flying device. The Company has abandoned its mineral exploration business in
  order to focus its resources on the development of Skyflyer Technology’s
  proprietary technology. The Company is considered to be a development stage
  company, as it has not generated revenues from operations.

Effective April 19, 2006, the Company
  acquired 100% of the issued and outstanding shares of Skyflyer Technology from
  Inventa Holding GmbH (Inventa) in exchange for an aggregate of 33,000,000
  shares of the Companys common stock. Completion of the acquisition resulted
  in the former sole shareholder of Skyflyer Technology holding the majority of
  the Companys issued and outstanding common stock. As a result, the transaction
  was accounted for as a recapitalization of Skyflyer Technology.

The unaudited consolidated financial
  statements of the Company prior to April 19, 2006 are those of Skyflyer Technology.
  The Companys date of incorporation is considered to be April 14, 2005,
  the date of inception of Skyflyer Technology. Effective October 17, 2006, the
  Company changed its name from Triton Resources, Inc. to Skyflyer Inc.

These financial statements have been
  prepared in conformity with generally accepted accounting principles in the
  United States of America for interim financial information. The accompanying
  consolidated financial statements do not include all information and footnote
  disclosures required for an annual set of financial statements prepared under
  United States of America generally accepted accounting principles. In the opinion
  of management, all adjustments (consisting solely of normal recurring accruals)
  considered necessary for a fair presentation of financial position, results
  of operations and cash flows as at January 31, 2007 and for all periods presented,
  have been included. Interim results for the period ended January 31, 2007 are
  not necessarily indicative of the results that may be expected for the fiscal
  year as a whole.

|2. | GOING CONCERN
|-- | -------------

These consolidated financial statements
  have been prepared with the on-going assumption that the Company will be able
  to realize its assets and discharge its liabilities in the normal course of
  business. However, certain conditions noted below raise substantial doubt about
  the Companys ability to continue as a going concern. These financial statements
  do not include any adjustments to the amounts and classifications of assets
  and liabilities that might be necessary should the Company be unable to continue
  as a going concern.

The operations of the Company have primarily
  been funded by the sale of common stock and loans received. Continued operations
  of the Company are dependent on the Companys ability to complete equity
  financings or generate profitable operations in the future. Managements
  plan in this regard is to secure additional funds through future equity financings.
  Such financings may not be available or may not be available on reasonable terms
  to the Company.

F-5

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|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES
|-- | -------------------------------

The financial statements of the Company
  have been prepared in conformity with generally accepted accounting principles
  in the United States of America and are stated in US dollars. The significant
  accounting policies adopted by the Company are as follows:

(a) Use of estimates

The preparation of financial statements
  in conformity with generally accepted accounting principles in the United States
  requires management to make estimates and assumptions that affect the reported
  amount of assets and liabilities and the disclosure of contingent assets and
  liabilities at the date of the financial statements and the reported amount
  of revenues and expenses during the reporting period. Actual results could differ
  from these estimates.

(b) Foreign currency translation

The functional currency of the Company
  is the United States dollar. The Companys subsidiary, Skyflyer Technology,
  uses the Euro as its functional currency. Accordingly, monetary assets and liabilities
  denominated in a foreign currency are translated at the exchange rate in effect
  at the balance sheet date while non-monetary assets and liabilities are translated
  at historical rates. Revenue and expense items denominated in a foreign currency
  are translated at exchange rates prevailing when such items are recognized in
  the statement of operations. Exchange gains and losses arising on translation
  of foreign currency items are included in the statement of operations.

The Company follows the current rate
  method of translation with respect to its foreign subsidiary. Accordingly, assets
  and liabilities are translated into U.S. dollars at the year-end exchange rates
  while revenue and expenses are translated at the average exchange rates during
  the year. Related exchange gains and losses are included in a separate component
  of stockholders equity as accumulated other comprehensive income.

(c) Cash and cash equivalents

The Company considers cash held at banks
  and all highly liquid investments with original maturities of three months or
  less to be cash and cash equivalents.

(d) Prepaid expenses

Prepaid expenses consist primarily of
  prepaid vehicle insurance and lease payments.

(e) Other receivables

Other receivables consist primarily of
  Value Added Tax in Germany.

F-6

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|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------

f) Equipment

Equipment is recorded at cost and consists
  of aircraft, computer equipment and a motorcycle. Depreciation is calculated
  using the straight-line method over the useful lives of the assets. Maintenance
  and repairs are expensed as incurred while betterments or renewals are capitalized.
  Computer equipment is amortized over the estimated useful life of three years.
  No depreciation for the aircraft or motorcycle is provided for as construction
  has not yet been completed.

(g) Patents

Patents and patent applications are recorded
  at cost. Capitalized amounts relate solely to legal and advisory costs incurred
  in registration of the patents. Depreciation is calculated using the straight-line
  method over the useful lives of the patents. No depreciation is provided for
  as the patents have not yet been awarded and/or begun to generate revenues.

(h) Goodwill and intangible assets

The Company has adopted SFAS 142, Goodwill
  and Intangible Assets, which requires that costs of internally developing,
  maintaining or restoring intangible assets that are not specifically identifiable,
  that have indeterminate lives, or that are inherent in a continuing business
  and related to an entity as a whole, be recognized as an expense when incurred.
  Goodwill and intangible assets acquired for fair value having definite lives
  are amortized over their useful life.

(i) Accounting for the impairment
  of long-lived assets and long-lived assets to be disposed of

The Company reviews all long-lived assets
  for impairment whenever events or changes in circumstances indicate that the
  carrying amount of an asset may not be recoverable. Recoverability of assets
  to be held and used is measured by a comparison of the carrying amount of an
  asset to future net cash flows expected to be generated by the asset. If such
  assets are considered to be impaired, the impairment recognized is measured
  by the amount by which the carrying amount of the assets exceeds the fair value
  of the assets. Assets to be disposed of are reported at the lower of the carrying
  amount or fair value less costs to sell.

(j) Income taxes

A deferred tax asset or liability is
  recorded for all temporary differences between financial and tax reporting and
  net operating loss carryforwards. Deferred tax expenses (benefit) result from
  the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a
  valuation allowance when, in the opinion of management, it is more likely than
  not that some portion or all of the deferred tax assets will not be realized.
  Deferred tax assets and liabilities are adjusted for the effects of changes
  in tax laws and rates on the date of enactment.

F-7

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|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------

(k) Fair value of financial instruments

The Company's financial instruments consist
  of cash and cash equivalents, subscription receivable, other receivables, loan
  receivable, accounts payable and accrued liabilities and loans payable. Unless
  otherwise noted, it is management's opinion that the Company is not exposed
  to significant interest, currency or credit risks arising from these financial
  instruments. The fair value of these financial instruments approximates their
  carrying values, unless otherwise noted.

(l) Stock-based compensation

Effective February 1, 2006, the Company
  accounts for stock-based compensation issued to employees in accordance with
  the provisions of Statement of Financial Accounting Standards (SFAS)
  123R, Share-Based Payment.which superseded Accounting Principles
  Board (APB) Opinion 25, Accounting for Stock Issued to
  Employees.

The Company accounts for stock-based
  compensation issued to non-employees in accordance with the provisions of SFAS
  123, Accounting for Stock-Based Compensation, and the consensus
  in Emerging Issues Task Force (EITF) No. 96-18, Accounting
  for Equity Instruments that are Issued to Other Than Employees for Acquiring
  or in Conjunction with Selling, Goods or Services.

As of January 31, 2007, there was no
  stock compensation granted.

(m) Net loss per share

Basic net loss per share is computed
  by dividing the net loss for the period by the weighted average number of shares
  of common stock outstanding during the period. Diluted earnings per share takes
  into consideration shares of common stock outstanding (computed under basic
  earnings per share) and potentially dilutive shares of common stock. As of October
  31, 2006 and 2005, there were no potentially dilutive securities outstanding.

(n) Comprehensive income (loss)

The Company has adopted SFAS 130, Reporting
  of Comprehensive Income, which establishes guidelines for the reporting
  and display of comprehensive income (loss) and its components in financial statements.
  Comprehensive income (loss) includes foreign currency translation adjustments.

(o) Development stage

The Company is a development stage company
  as defined in SFAS 7, Accounting and Reporting by Development Stage
  Enterprises,as it is devoting substantially all of its efforts to
  establish a new business and planned principal operations have not yet commenced.

F-8

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|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------

(p) Concentration of credit risk

Cash and cash equivalents is the only
  financial instrument that potentially subjects the Company to concentration
  of credit risk. The Company maintains cash in bank accounts that, at times,
  may exceed federally insured limits. The Company has not experienced any losses
  in such accounts and believes it is not exposed to any significant risks on
  its cash in bank accounts.

(q) Recent accounting pronouncements

On June 2005, the FASB issued SFAS 154,
  Accounting Changes and Error Corrections, which replaces
  APB Opinion 20 and FASB Statement 3. SFAS 154 changes the requirements for the
  accounting and reporting of a change in accounting principle. APB Opinion 20
  previously required that most voluntary changes in accounting principles be
  recognized by including the cumulative effect of the new accounting principle
  in net income of the period of change. SFAS 154 now requires retrospective application
  of changes in accounting principle to prior period financial statements, unless
  it is impractical to determine either the period-specific effects or the cumulative
  effect of the change. The statement is effective for fiscal years beginning
  after December 15, 2005.

In February 2006, the FASB issued SFAS
  155, Accounting for Certain Hybrid Financial Instruments  an
  amendment of SFAS 133 and 140. SFAS 155 permits fair value remeasurement
  for any hybrid financial instrument that contains an embedded derivative that
  otherwise would require bifurcation, clarifies which interest-only strips and
  principal-only strips are not subject to the requirements of SFAS 133, and establishes
  a requirement to evaluate interests in securitized financial assets to identify
  interests that are freestanding derivatives or that are hybrid financial instruments
  that contain an embedded derivative requiring bifurcation. In addition, SFAS
  155 clarifies that concentrations of credit risk in the form of subordination
  are not embedded derivatives and amends SFAS 140 to eliminate the prohibition
  on a qualifying special purpose entity from holding a derivative financial instrument
  that pertains to a beneficial interest other than another derivative financial
  instrument. SFAS 155 is effective for all financial instruments acquired or
  issued after the beginning of an entitys first fiscal year that begins
  after September 15, 2006.

In March 2006, the FASB issued SFAS 156,
  Accounting for Servicing of Financial Assetsan amendment of SFAS
  140. SFAS 156 requires that an entity separately recognize a servicing
  asset or a servicing liability when it undertakes an obligation to service a
  financial asset under a servicing contract in certain situations. Such servicing
  assets or servicing liabilities are required to be initially measured at fair
  value, if practicable. SFAS 156 also allows an entity to choose either the amortization
  method or the fair value measurement method to account for servicing assets
  and servicing liabilities within the scope of this Statement. SFAS 156 is effective
  after the beginning of an entitys first fiscal year that begins after
  September 15, 2006.

In April 2006, the FASB issued FASB Staff
  Position (FSP) FIN 46R-6, Determining the Variability to
  Be Considered in Applying FASB Interpretation No. (FIN) 46(R).FIN
  46R-6 addresses certain implementation issues related to FIN 46R (revised December
  2003), Consolidation of Variable Interest Entities. Specifically,
  FIN 46R-6 addresses how a reporting enterprise should determine the variability
  to be considered

F-9

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|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------

(q) Recent accounting pronouncements
  (continued)

in applying FIN 46R. The variability
  that is considered in applying FIN 46R affects the determination of (a) whether
  an entity is a variable interest entity (VIE), (b) which interests are variable
  interests in the entity, and (c) which party, if any, is the primary beneficiary
  of the VIE. That variability affects any calculation of expected losses and
  expected residual returns, if such a calculation is necessary. The Company is
  required to apply the guidance in FIN 46R-6 prospectively to all entities (including
  newly created entities) and to all entities previously required to be analyzed
  under FIN 46R when a reconsideration event has occurred, beginning
  July 1, 2006.

In July 2006, the FASB issued FIN 48,
  Accounting for Uncertainty in Income Taxes-an interpretation of SFAS
  109.This Interpretation provides guidance for recognizing and measuring
  uncertain tax positions, as defined in SFAS 109, Accounting for Income
  Taxes.FIN 48 prescribes a threshold condition that a tax position
  must meet for any of the benefit of an uncertain tax position to be recognized
  in the financial statements. Guidance is also provided regarding derecognition,
  classification and disclosure of uncertain tax positions. FIN 48 is effective
  for fiscal years beginning after December 15, 2006.

The Company does not expect that the
  adoption of these new accounting pronouncements will have a significant effect
  on its financial statements.

(r) Reclassifications

Certain amounts reported in the prior
  periods have been reclassified to conform to the current periods presentation.

|4. | EQUIPMENT AND PATENTS
|-- | ---------------------

Equipment

| |                                      |   | January 31, |  
| | ------------------------------------ | - | ----------- | -
| |                                      |   | 2007        |  
| |                                      |   |             |  
| | Construction in progress -Aircraft   | $ | 20,635      |  
| | Construction in progress -Motorcycle |   | 5,858       |  
| |                                      |   | 26,493      |  
| |                                      |   |             |  
| | Computer equipment                   |   | 1,897       |  
| | Accumulated depreciation             |   | (1,137      | )
| |                                      |   | 760         |  
| |                                      |   |             |  
| | Net book value                       | $ | 27,253      |  

F-10

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|4. | EQUIPMENT AND PATENTS (continued)
|-- | ---------------------------------

Equipment (continued)

During the period ended January 31, 2007,
  the Company did not amortize its aircraft or motorcycle equipment as construction
  has not yet been completed. The net carrying amount of aircraft and motorcycle
  not being amortized was $26,493 as of January 31, 2007.

Patents

| |                          |   | January 31, | 
| | ------------------------ | - | ----------- | 
| |                          |   | 2007        | 
| |                          |   |             | 
| | Patents                  | $ | 57,997      | 
| | Accumulated depreciation |   | -           | 
| |                          |   |             | 
| | Net book value           | $ | 57,997      | 

During the period ended January 31, 2007,
  the Company did not amortize its patents as the patents have not yet been awarded
  and/or they have not begun to generate revenues. The net carrying amount of
  patents not being amortized was $57,997 as of January 31, 2007.

In the event that facts and circumstances
  indicate that the carrying amount of an asset may not be recoverable and an
  estimate of future undiscounted cash flows is less than the carrying amount
  of the asset, an impairment loss will be recognized. Management's estimates
  of revenues, operating expenses, and operating capital are subject to certain
  risks and uncertainties which may affect the recoverability of the Company's
  investments in its assets. Although management has made its best estimate of
  these factors based on current conditions, it is possible that changes could
  occur which could adversely affect management's estimate of the net cash flow
  expected to be generated from its operations.

|5. | LOANS PAYABLE - CURRENT
|-- | -----------------------

During the year ended October 31, 2006,
  a loan was granted from a third party company for Euro 25,000 (US -$32,400).
  The loan is non-interest bearing and has no specific terms for repayment.

During the year ended October 31, 2006,
  a loan was granted from a third party company for Euro 60,000 (US -$77,760).
  The loan is non-interest bearing and has no specific terms for repayment. The
  third party company may make a demand for payment by providing four months
  advance notice, in writing.

F-11

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|6. | LOANS PAYABLE
|-- | -------------

During the year ended October 31, 2006,
  two loans were granted from a third party company for $50,000 and $100,000.
  The loans bear interest at 8% per annum, are compounded annually, and are due
  May 16, 2008 and June 19, 2008 respectively. Interest expense accrued for the
  three months ended January 31, 2007 totaled $3,025.

|7. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

Loans Payable Current

During the three months ended January,
  31, 2007, a loan was granted from a company owned by a managing director of
  Skyflyer Technology for Euro 10,000 (US -$12,960). The loan bears interest at
  7% and is due August 1, 2007. The lender may make a demand for payment by providing
  one months advance notice, in writing. Interest expense accrued for the
  three months ended January 31, 2007 totaled Euro 98 (US $127).

Other

At January 31, 2007, included in other
  receivables is Euro 2,885 (US -$3,740) owed from a company with common directors
  of Skyflyer Technology for the use of a vehicle. Vehicle costs reimbursed for
  the three months ended January 31, 2007 totaled Euro 4,056 (US -$5,280) and
  are included in other operating costs on the statement of operations.

At January 31, 2007, included in accounts
  payable and accrued liabilities is CAD $541 (US -$459) and $1,500 owed to an
  officer of the Company for reimbursement of expenses and consulting fees, respectively.

Consulting fees paid to an officer of
  the Company for the three months ended January 31, 2007 totaled $3,000. Management
  fees paid to officers and directors of Skyflyer Technology for the three months
  ended January 31, 2007 totaled Euro 13,980 (US -$18,199). Amounts due to and
  from officers and directors are unsecured, non-interest bearing and due on demand.

F-12

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|8. | COMMON STOCK
|-- | ------------

The Companys articles of incorporation
  allow it to issue up to 975,000,000 shares of common stock, par value $0.001.
  Effective September 30, 2005, the Company effected a stock split of its common
  stock by issuing thirteen new shares for each old share. Except as otherwise
  stated to the contrary in these financial statements, all references to shares
  and prices per shares have been adjusted to give retroactive effect to the stock
  split.

On April 14, 2005, the Company issued
  70,200,000 shares of common stock for total proceeds of Euro 25,000 (US -$32,275).

On April 19, 2006, the Company acquired
  all the issued and outstanding stock of Skyflyer Technology, which was accounted
  for as a recapitalization of the Company (Note 1) in exchange for 33,000,000
  shares of common stock. The issued number of shares of common stock is that
  of the Company with adjustments made for differences in par value between the
  Company and Skyflyer Technology.

|9. | SEGMENT INFORMATION
|-- | -------------------

The Companys operations following
  the acquisition of Skyflyer Technology were conducted in one reportable segment,
  being the development and commercialization of a one person, recreational flying
  device in Germany. All of the Companys equipment and patents are located
  in Germany.

|10. | COMMITMENTS
|--- | -----------

On April 17, 2006, Skyflyer Technology
  entered into a technology transfer agreement with a director and officer of
  Skyflyer Technology to formally acquire patents in consideration for the payments
  by Skyflyer Technology for the patents and patents pending applications and
  an additional payment of 10 Euro (US $12). Skyflyer Technology agreed not to
  sell, assign or otherwise transfer title of the technology to any third party
  without the written consent of the inventor, provided that such consent shall
  not be unreasonably withheld.

On February 8, 2006, Skyflyer Technology
  entered into a vehicle lease agreement that expires on February 9, 2009. The
  vehicle lease agreement required an initial payment of Euro 20,000 (US -$25,256)
  plus taxes and requires monthly lease payments of Euro 761 (US -$968) plus taxes.
  The initial payment is being expensed to the statement of operations over the
  term of the lease.

On January 1, 2006, Skyflyer Technology
  entered into an employment contract with a director and officer of Skyflyer
  Technology effective January 1, 2006, to pay monthly management fees of 2,330
  Euro (US $2,781) and a management bonus based on of the selling price for each
  system sold to be determined at the end of 2007. The contract ends on December
  31, 2008 and if not terminated at this date, will be extended for another three
  years. The contract may be terminated after December 31, 2008 by giving written
  notice of one year.

F-13

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2007                              
|(Unaudited)                                   
|                                              

|10. | COMMITMENTS (continued)
|--- | -----------------------

On June 1, 2005, Skyflyer Technology
  entered into an employment contract with a director and officer of Skyflyer
  Technology effective June 1, 2005, to pay monthly management fees of 2,330 Euro
  (US $2,781) and a management bonus of 1.5% of the selling price for each system
  sold for an indefinite term. The contract may be terminated at the end of each
  calendar year by giving written notice of one year.

|11. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS
|--- | --------------------------------------------------------

| |                |   | Cumulative   |  |   |              |  |   |              | 
| | -------------- | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |                |   | Amounts from |  |   |              |  |   |              | 
| |                |   | Inception    |  |   |              |  |   |              | 
| |                |   | (April 14,   |  |   | Three Months |  |   | Three Months | 
| |                |   | 2005) to     |  |   | Ended        |  |   | Ended        | 
| |                |   | January 31,  |  |   | January, 31  |  |   | January, 31  | 
| |                |   | 2007         |  |   | 2007         |  |   | 2006         | 
| |                |   |              |  |   |              |  |   |              | 
| | Cash paid for: |   |              |  |   |              |  |   |              | 
| | Interest       | $ | 805          |  | $ | -            |  | $ | -            | 
| | Income taxes   | $ | -            |  | $ | -            |  | $ | -            | 

Non-cash Transaction

Investing and financing activities that
  do not have an impact on current cash flows are excluded from the statement
  of cash flows.

During the period from inception (April
  14, 2005) to October 31, 2005, the Company issued 33,000,000 common shares for
  the acquisition of Skyflyer Technology.

|12. | SUBSEQUENT EVENT
|--- | ----------------

On January 23, 2007, the Company approved
  a private placement offering for a total of 1,041,666 units at a price of $0.60
  per unit, for total proceeds of $625,000. Each unit consists of one share of
  the Companys common stock and one share purchase warrant. Each share purchase
  warrant entitles the holder to purchase one additional share of the Companys
  common stock at a price of $0.75 per share for a period of two years from the
  date of closing.

F-14

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION.
|------- | ----------------------------------------------------------------

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements. These statements, identified by words
such as plan, anticipate, believe, estimate, should, expect and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
advise you to carefully review the reports and documents we file from time to
time with the United States Securities and Exchange Commission (the SEC),
particularly our Annual Reports on Form 10-KSB and our Current Reports on Form
8-K.

As used in this Quarterly Report on Form 10-QSB, the terms
"we, "us, "our, Skyflyer and the Company mean Skyflyer Inc. and its
subsidiaries unless otherwise indicated. All dollar amounts in this Quarterly
Report are in U.S. dollars unless otherwise stated.

INTRODUCTION

We were incorporated on March 18, 2004 under the laws of the
State of Nevada. Effective April 19, 2006, we completed the acquisition of a
100% ownership interest in Skyflyer Technology GmbH (Skyflyer GmbH). In
exchange for all of the shares of Skyflyer GmbH, we issued an aggregate of
33,000,000 shares of our common stock to Skyflyer GmbHs sole shareholder,
Inventa Holding GmbH (Inventa). Concurrently, Inventa purchased from Perry
Augustson, formerly our sole director and executive officer, an additional
39,000,000 shares of our common stock for an aggregate purchase price of $9,000.
As a result of the sale of his shares to Inventa, Mr. Augustson no longer owns
any shares of our common stock.

Prior to completing the acquisition of Skyflyer GmbH, we were
engaged in the business of acquiring and exploring mineral properties. In order
to focus our resources on developing Skyflyer GmbHs technology and business, we
have abandoned our mineral property acquisition and exploration activities and
are now in the business of developing a recreational flying device intended for
use within an enclosed, capsulated flight facility.

Skyflyer Technology GmbH

Skyflyer GmbH was formed on April 14, 2005 under the laws of
the Federal Republic of Germany. Skyflyer GmbH was formed for the purpose of
developing a proprietary recreational flying device intended for use within an
enclosed, capsulated flight facility.

Prior to our acquisition of Skyflyer GmbH, Skyflyer GmbH had
been engaged primarily in organizational activities, including its
incorporation, the opening of its initial accounts, the development of a scale
model of the flying device and the filing of patent applications.

The flying device and the flight facility were initially
developed by Dieter Wagels, one of the managing directors of Skyflyer GmbH, and
the owner of a 37.5% interest in Inventa. In consideration for payments made by
Skyflyer GmbH towards the development of the flying device, Mr. Wagels

3

---

transferred ownership of the technology underlying the flying
device and the flight facility to Skyflyer GmbH, including ownership of the
patent applications filed by Mr. Wagels.

Recent Corporate Developments

Since our most recent fiscal year ended October 31, 2006, we
have experienced the following significant corporate developments in our
business:

|1. | On December 8, 2006, our wholly owned operating
      subsidiary, Skyflyer GmbH entered into a short term loan agreement with
      Dast GmbH. Dast GmbH is a company wholly owned by Dieter Wagels, one of
      the managing directors of Skyflyer GmbH. The loan is for EUR 10,000
      ($13,000) and is payable by August 1, 2007, with interest payable at a
      rate of 7% per annum. Dast GmbH may make demand for early payment of the
      amounts owing under the loan agreement by providing one months advance
      notice, in writing.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | On January 23, 2007, we approved an offering on a private
      placement basis of 1,041,666 units at a price of $0.60 per unit to
      non-U.S. persons pursuant to Regulation S of the Securities Act of 1933.
      Each unit consists of one share of our common stock and one share purchase
      warrant, each warrant entitling the holder thereof to purchase an
      additional share of our common stock at a price of $0.75 for a period of
      two years from the date of issuance.                                                     

PLAN OF OPERATION

Our plan of operation for the next twelve months will depend
primarily upon our ability to obtain the funding necessary to engage in our
research and development efforts. During the three months ended January 31,
2007, we were not able to obtain sufficient financing for us to proceed with our
plan of operation, and as such, no progress was made under our research and
development plan.

Assuming that we are able to obtain sufficient financing, of
which there is no assurance, the first phase of our product development efforts
will be to build a full-scale prototype of the flying device. The prototype is
expected to take approximately six months to construct, and will involve the
following:

Production Details
      Approximate Timeline1. Production of detailed engineering plans and schematics.
      Months 1 to 22. Purchasing and acquisition of raw
      materials and parts.
    Months 2 to 33. Fabrication and assembly.
    Months 2 to 54. Design of preliminary navigation system.
    Months 1 to 35. Construction of preliminary navigation
      system.
    Months 2 to 56. Product and safety testing.
    Months 4 to 6


The above timeline is an estimate only and does not take into
account possible delays that may arise during the construction of the prototype.
If we experience any difficulties or delays during the construction process, it
could take substantially longer for us to complete the construction of the
full-scale prototype. Such difficulties could include unanticipated engineering
difficulties arising from scaling up the designs for the flying device from the
1:6 scale model to the full-sized prototype.

4

---

Construction and testing of the flying device prototype is
expected to take place in Wegberg, Germany. As such, the costs of constructing
the prototype have first been estimated in Euros and converted to US dollars at
an approximate exchange rate of $1.30 per EUR, which is equal to the approximate
exchange rate as at January 31, 2007, the end of our most recent fiscal quarter.
We estimate that it will cost approximately EUR 510,000 ($663,000) to complete
construction of the full-sized prototype. This amount can be broken down as
follows:

Approximate Cost (Euros)
      Approximate Cost (USD)Materials and parts
    EUR 220,000
    $286,000Personnel and labor
    EUR 130,000
    $169,000Equipment
    EUR 15,000
    $19,500Electronic components
    EUR 50,000
    $65,000Testing
    EUR 50,000
    $65,000Contingency
    EUR 45,000
    $58,500Total
    EUR 510,000
    $663,000


Initially, the prototype is expected to have only a basic
navigation system that will allow the flying device to be steered along all
three axis lines (forwards  backwards, up  down, and left  right). If we are
successful in constructing a working, full-scale prototype of the flying device,
of which there are no assurances, we will focus our attention on the design,
development and construction of an electronic control and guidance system that
includes a GPS tracking system, ultrasonic proximity sensors and a remote
control override. The purpose of this advanced guidance system will be to allow
the flying device to be operated indoors, within the flight facility, by
assisting the pilot in avoiding collisions and allowing for operators of the
flight facility to remotely take control of the flyer. The design and
construction of this navigation system is expected to cost approximately EUR
2,500,000 ($3,250,000) and is expected to take approximately one to two years to
develop. We expect that a large part of the development process for the advanced
guidance system will be contracted to outside consultants.

In addition to the amounts described above, we anticipate that
we will require an additional $50,000 for general administrative purposes and to
pay for the legal and accounting fees associated with meeting our ongoing
reporting obligations under applicable US securities laws.

RESULTS OF OPERATIONS

Under generally accepted accounting principles, the acquisition
of Skyflyer GmbH has been accounted for as a recapitalization of Skyflyer and
Skyflyer GmbH has been treated as the acquiring entity for accounting and
financial reporting purposes. As such, our consolidated financial statements are
presented as a continuation of the operations of Skyflyer GmbH and not Skyflyer.
The financial information provided below for the periods ended January 31, 2006
represent the operations of Skyflyer GmbH. The operations of Skyflyer are
included from the effective date of the acquisition, April 19, 2006.

5

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First Quarter Summary

|                 |   | First Quarter Ended January 31, |  
|---------------- | - | ------------------------------- | -
|                 |   |                                 |  
|                 |   | 2007                            |  
|Revenue          | $ | -                               |  
|Expenses         |   | (54,468                         | )
|Interest Expense |   | (3,152                          | )
|Net Loss         | $ | (57,620                         | )

Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the foreseeable future. Our ability to earn
revenues in the future is dependent upon our ability to develop a working
prototype of the flying device and the flight facility and our ability to
develop commercially marketable products or technologies based on our
development program. There are no assurances that we will be able to accomplish
either of these goals.

Expenses

We incurred the following expenses during the three month
period ended January 31, 2007:

|                         |   | Three Months Ended
      January 31, |  
|------------------------ | - | ------------------------------------ | -
|                         |   |                                      |  
|                         |   | 2007                                 |  
|Amortization             | $ | 170                                  |  
|Professional fees        |   | 26,550                               |  
|Management fees          |   | 23,874                               |  
|Other operating expenses |   | 4,091                                |  
|Foreign currency loss    |   | (217                                 | )
|Total Expenses           | $ | 54,468                               |  

Management fees include amounts paid as compensation to our
officers and directors and to the officers and directors of Skyflyer GmbH.
Increased management fees are composed primarily of amounts paid to Dieter
Wagels, one of Skyflyer GmbHs managing directors, under the terms of his
employment agreement which commenced on January 1, 2006. Additional professional
fees for the period ended January 31, 2007 include legal and accounting fees
incurred by us and Skyflyer GmbH in respect of meeting our ongoing reporting
obligations under the Securities Exchange Act of 1934.

We anticipate that our expenses will increase significantly as
we undertake our research and development program for the flying device and the
flight facility.

6

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LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                     |   |   |                     |   |  |                       | 
|------------------------- | - | ------------------- | - | - | ------------------- | - |  | --------------------- | 
|                          |   |                     |   |   |                     |   |  | Percentage            | 
|                          |   | At January 31, 2007 |   |   | At October 31, 2006 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 25,400              |   | $ | 34,240              |   |  | (25.8)%               | 
|Current Liabilities       |   | (214,414            | ) |   | (152,033            | ) |  | 41.0%                 | 
|Working Capital (Deficit) | $ | (189,014            | ) | $ | (117,793            | ) |  | 60.5%                 | 

Cash Flows

|                                        |   | Three Months Ended |   |   | Three Months Ended |  
|--------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                        |   | January 31, 2007   |   |   | January 31, 2006   |  
|Cash Flows used in Operating Activities | $ | (13,271            | ) | $ | (54,787            | )
|Cash Flows used in Investing Activities |   | (15,689            | ) |   | (2,212             | )
|Cash Flows from Financing Activities    |   | 14,208             |   |   | 59,821             |  
|Effect of Foreign Currency Translations |   | 951                |   |   | (387               | )
|Net Increase in Cash During Period      | $ | (13,801            | ) | $ | 2,435              |  

The decrease in our working capital at January 31, 2007 from
January 31, 2006 is primarily a result of the increase in the amounts spent on
professional fees and management fees, and from the fact that we had no revenues
during the three months ended January 31, 2007.

As at January 31, 2007, we had a cash overdraw of $1,185.
Current assets at January 31, 2007 were comprised primarily of Value Added Taxes
receivable in Germany and prepaid vehicle insurance and lease payments.
Currently, we do not have sufficient financial resources to complete our plan of
operation for the next twelve months. We have not earned any revenues to date
and we do not anticipate earning revenues from our operations until such time as
we have completed the development of our proposed flying device and/or flight
facility, of which there are no assurances. As such, our ability to complete our
plan of operation is dependent upon our ability to obtain substantial financing
in the near term.

On January 23, 2007, we approved an offering on a private
placement basis of 1,041,666 units at a price of $0.60 per unit to non-U.S.
persons pursuant to Regulation S of the Securities Act. Each unit consists of
one share of our common stock and one share purchase warrant, each warrant
entitling the holder thereof to purchase an additional share of our common stock
at a price of $0.75 for a period of two years from the date of issuance. To
date, no units under this offering have been sold. There is no assurance that
this offering or any part of it will be completed.

Any financing that we obtain is expected to be in the form of
sales of our equity securities as debt financing is not expected to be available
to us in an amount sufficient to allow us to complete our plan of operation at
this stage of our development. If we are successful in completing any equity
financings, of which there is no assurance, our existing shareholders will
experience a dilution of their interest in our company. If we are not successful
in raising sufficient financing, we will not be able to complete our current
plan of operation. We do not have any specific alternatives to our current plan
of operation and have not planned for any such contingency. If we are not
successful in raising sufficient financing, our business may fail and our
shareholders may lose all or part of their investment.

7

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OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

Our significant accounting policies are described at Note 3 to
our financial statements for the period ended January 31, 2007.

RISKS AND UNCERTAINTIES

Any investment in our common stock involves a high degree of
risk. Investors should carefully consider the risks described below as well as
the information contained in our reports and other documents filed from time to
time with the SEC before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed.

We Require Additional Financing

We do not currently have the financial resources to complete
our plan of operation for the next twelve months. We anticipate that we will
require EUR 510,000 ($663,000) to complete the construction of the prototype for
the flying device, plus an additional $50,000 to meet the administrative costs
of running our business. In addition, if we are successful in building a working
prototype of the flying device, of which there is no assurance, we will begin
the development of an advance electronic navigation system for the flying
device, which is expected to cost approximately EUR 2,500,000 ($3,250,000).

We currently do not have any financing arrangements in place
and there is no assurance that we will be able to acquire sufficient financing
on terms acceptable to us or at all. If financing is not available or
obtainable, our ability to meet our financial obligations and pursue our plan of
operation will be substantially limited and investors may lose a substantial
portion or all of their investment.

The Flying Device And the Flight Facility Are Still In The
Research And Development Stage

To date, we have only constructed a small scale model of the
flying device, which is approximately 1:6 of the expected size of the full-sized
prototype. Skyflyer GmbH is still in the process of developing the flying device
and the flight facility, and has not earned any revenues from the sale of flying
devices or the flight facility. In their current state of development, neither
the flying device nor the flight facility is marketable as a product. There are
no assurances that our product development programs for the

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flying device and the flight facility will be successful or
that we will be able to develop any commercially marketable systems based on the
technologies underlying those proposed products. Even if our development
programs are successful, we do not anticipate that those programs will be
completed in the near future.

We May Experience Delays In The Construction Of Our
Prototype

If we are able to obtain sufficient financing, of which there
are no assurances, we expect to begin construction of a prototype of the flying
device within the next twelve months. Construction and testing of the prototype
is expected to take approximately 6 months to complete. However, construction
and development projects of this type often experience delays and technical
difficulties. Our ability to complete construction on schedule is dependent on
many circumstances, some of which may be outside of our control. These factors
may include, but are not limited to, factors such as the availability of outside
contractors, materials and equipment. In addition, although we believe that the
principles underlying the design of the flying device are sound, they have been
demonstrated only in our small-scale model of the flying device. Engineering
problems can arise when attempting to scale up designs from the size of a model
to the actual size of the prototype. Even if we are able to complete
construction of the prototype as scheduled, there are no assurances that the
prototype will perform as expected.

We Have Limited Operating History And As A Result There Are
Risks Of A New Business Venture

Skyflyer GmbH was formed on April 14, 2005 and, as such, it has
a very short operating history upon which future performance may be assessed.

Potential investors should be aware of the difficulties
normally encountered by a new enterprise and the high rate of failure of such
enterprises. The potential for future success must be considered in light of the
problems, expenses, difficulties complications and delays encountered in
connection with the development of a business in the area in which we intend to
operate and in connection with the formation and commencement of operations of a
new business in general. These include, but are not limited to, unanticipated
problems relating to research and development programs, marketing, approvals by
government agencies, competition and additional costs and expenses that may
exceed current estimates. There is no history upon which to base any assumption
as to the likelihood that our business will prove to be successful, and there
can be no assurance that we will generate any operating revenues or ever achieve
profitable operations.

Our Operations May Be Subject To Extensive Government
Regulations

We expect that the flying device and the flight facility will
be subject to a number of government regulations, including strict safety and
environmental guidelines. There will be an inherent element of danger involved
with operating the flying device and the flight facility. As such, we expect
that we will be required to demonstrate that those proposed products fully
comply with applicable safety and environmental regulations, which could be an
expensive and lengthy process. As we are still in the process of developing the
flying device and the flight facility, the full extent to which these
regulations will affect our future business prospects is not yet fully known and
there can be no assurance that we can successfully comply with all present or
future government regulations.

Asserting And Defending Intellectual Property Rights May
Impact Results Of Operations

The success of our business may depend on our ability to
protect our proprietary process and technology from competitors. A number of
international patent applications have been filed with respect to the flying
device and the flight facility. However, there is no assurance that a final
patent

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will be granted for any of the patent pending technologies
underlying our proposed products. If we are not able to obtain a patent for any
of the technologies, we will only be able to protect our products and
technological processes by maintaining the secrecy of those products and
processes.

Even if we are able to obtain patents for the flying device and
the flight facility, we may be required to defend our intellectual property
rights through litigation. The financial cost of such litigation could have a
material impact on our financial condition even if we are successful in
developing and marketing products and in defending any of our intellectual
property rights, of which there is no assurance. Furthermore, an adverse outcome
in any litigation or interference proceeding could subject us to significant
liabilities to third parties and require us to cease using the technology that
is at issue or to license the technology from third parties. In addition, a
finding that any of our intellectual property rights are invalid could allow
competitors to more easily and cost-effectively compete. Thus, an unfavorable
outcome in any patent litigation or interference proceeding could have a
material adverse effect on our business, financial condition and results of
operations.

We Intend To Operate In A Highly Competitive Industry

Although we are not aware of any competing flying devices or
flight facilities, our proposed products will compete with other recreational
and amusement attractions such as go-karts and roller coasters for the attention
of customers. Although our proposed product is unique, the amount that customers
are willing to spend on recreational activities is somewhat price sensitive. Our
future success will be dependent upon our ability to develop the flying device
and flight facility at an economical cost and to successfully market those
products in competition with other recreational and amusement attractions. There
is no assurance that we will be able to successfully perform either of these
objectives.

We Are Dependent On Key Personnel

Our success will largely depend on the performance of our
management and on the management of Skyflyer GmbH. We are currently dependent
upon a limited number of employees and consultants. As such, our success will
also depend on our ability to attract and retain highly skilled technical,
research, management, regulatory compliance, sales and marketing personnel.
Competition for such personnel is intense. The loss of the services of such
personnel or the inability to attract and retain other key personnel could
impair the development of our business, operating results and financial
condition.

|ITEM 3. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Under the supervision and with the participation of our
management, including our Principal Executive Officer and Principal Financial
Officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, our Principal Executive
Officer and Principal Financial Officer has concluded that these disclosure
controls and procedures are effective.

There were no changes in our internal control over financial
reporting during the last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.
|------- | ------------------------------------------------------------------

None.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.
|------- | ----------------------------------------------------------

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.

|ITEM 6. | EXHIBITS.
|------- | ---------

|Exhibit |                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                                    
|3.1     | Articles of Incorporation.(1)                                                                                                                                                              
|3.2     | Bylaws.(1)                                                                                                                                                                                 
|10.1    | Property Agreement dated effective July 5, 2004 between
      Decoors Mining Corp. and Triton Resources, Inc.(1)                                                                           
|10.2    | Trust Agreement dated July 5, 2004 between Triton
      Resources, Inc. and Perry Augustson.(1)                                                                                            
|10.3    | Declaration of Trust by Perry Augustson dated January 1,
      2006.(2)                                                                                                                    
|10.4    | Share Purchase Agreement between Inventa Holding GmbH,
      Triton Resources, Inc., Skyflyer Technology GmbH and Perry Augustson,
      dated for reference the 31stday of March, 2006.(3)
|10.5    | Agreement and Deed of Transfer between Inventa Holding
      GmbH and Triton Resources, Inc. dated for reference as of the 19thday of April, 2006.(4)                                      
|10.6    | Patent Transfer Agreement between Dieter Wagels and
      Skyflyer Technology GmbH, dated effective as of April 17,
      2006.(4)                                                         
|10.7    | Loan Agreement between Dast GmbH and Skyflyer Technology
      GmbH dated December 8, 2006.(5)                                                                                             
|10.8    | Employment contract between Skyflyer Technology GmbH and
      Dr. Manfred Sappok, dated for reference as of June 1, 2005 (translated
      from German to English).(6)                    

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|Exhibit |                                                                                                                                                                           | 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Number  | Description of Exhibits                                                                                                                                                  
|10.9    | Employment
        contract between Skyflyer Technology GmbH and Dieter Wagels, dated for
        reference as of January 1, 2006 (translated from German to English).(6)
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.               
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.               

|(1) | Filed as an exhibit to our Registration Statement on Form
      SB-2 originally filed on January 14, 2005, as amended.
|--- | ----------------------------------------------------------------------------------------------------------------------
|(2) | Filed as an exhibit to our Annual Report on Form 10-KSB
      filed on January 30, 2006.                              
|(3) | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on April 10, 2006.                        
|(4) | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on April 26, 2006.                        
|(5) | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on December 15, 2006.                     
|(6) | Filed as an exhibit to the Companys Annual Report on
      Form 10-KSB filed on January 30, 2007.                    

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |                |  |     | SKYFLYER INC.                     
|----- | -------------- |  | --- | ----------------------------------
|      |                |  |     |                                   
|      |                |  |     |                                   
|Date: | March 26, 2007 |  | By: | /s/ Rolf G. Horchler              
|      |                |  |     | ROLF G. HORCHLER                  
|      |                |  |     | President, Chief Executive Officer
|      |                |  |     | & Chief Financial Officer         
|      |                |  |     | (Principal Executive Officer      
|      |                |  |     | and Principal Accounting Officer) 

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