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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 April 30, 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 June 13,
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)      
|                                 
|April 30, 2007                   
|(Unaudited)                      

---

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

|                                                                         |   | April 30, |  
|------------------------------------------------------------------------ | - | --------- | -
|                                                                         |   | 2007      |  
|                                                                         |   |           |  
|ASSETS                                                                   |   |           |  
|                                                                         |   |           |  
|Current Assets                                                           |   |           |  
|Other receivables                                                        | $ | 12,528    |  
|Prepaid expenses                                                         |   | 18,004    |  
|Deferred
      tax asset, less valuation allowance of $141,608           |   | -         |  
|                                                                         |   |           |  
|Total Current Assets                                                     |   | 30,532    |  
|                                                                         |   |           |  
|Equipment (Note 4)                                                       |   | 30,721    |  
|Patents (Note 4)                                                         |   | 77,630    |  
|                                                                         |   |           |  
|Total Assets                                                             | $ | 138,883   |  
|                                                                         |   |           |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                    |   |           |  
|                                                                         |   |           |  
|Current Liabilities                                                      |   |           |  
|Bank indebtedness                                                        | $ | 32,986    |  
|Accounts payable and accrued
      liabilities                           |   | 150,248   |  
|Accounts payable and accrued liabilities
      –related parties (Note 7) |   | 7,360     |  
|Loans payable –current
      (Note 5)                                    |   | 14,004    |  
|Loans
      payable –current –related parties (Note 7)                   |   | 116,022   |  
|Total Current Liabilities                                                |   | 320,620   |  
|                                                                         |   |           |  
|Loans payable (Note 6)                                                   |   | 160,762   |  
|                                                                         |   |           |  
|Total Liabilities                                                        |   | 481,382   |  
|                                                                         |   |           |  
|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                 |   | (6,912    | )
|Deficit                                                                  |   | (22,294   | )
|Deficit accumulated during the development
      stage                   |   | (416,493  | )
|                                                                         |   |           |  
|Total Stockholders Deficit                                              |   | (342,499  | )
|                                                                         |   |           |  
|Total Liabilities and Stockholders Deficit                              | $ | 138,883   |  

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          |       |   | Six         |       |   | Six        |       |   | Three       |       |   | Three      |  
|                                           |   | From Inception   |       |   | Months      |       |   | Months     |       |   | Months      |       |   | Months     |  
|                                           |   | (April 14, 2005) |       |   | Ended       |       |   | Ended      |       |   | Ended       |       |   | Ended      |  
|                                           |   | to April 30,     |       |   | April 30,   |       |   | April 30,  |       |   | April 30,   |       |   | April 30,  |  
|                                           |   | 2007             |       |   | 2007        |       |   | 2006       |       |   | 2007        |       |   | 2006       |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|EXPENSES                                   |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|Amortization                               | $ | 1,309            |       | $ | 343         |       | $ | 312        |       | $ | 173         |       | $ | 157        |  
|Professional fees                          |   | 170,537          |       |   | 53,148      |       |   | 32,485     |       |   | 26,598      |       |   | 19,285     |  
|Management fees                            |   | 147,019          |       |   | 42,746      |       |   | 32,832     |       |   | 21,548      |       |   | 17,759     |  
|Other operating expenses                   |   | 85,378           |       |   | 34,620      |       |   | 18,547     |       |   | 27,853      |       |   | 15,883     |  
|Foreign currency loss (gain)               |   | 327              |       |   | 98          |       |   | 44         |       |   | 315         |       |   | (7         | )
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|LOSS BEFORE OTHER ITEM AND                 |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|INCOME TAXES                               |   | 404,570          |       |   | 130,955     |       |   | 84,220     |       |   | 76,487      |       |   | 53,077     |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|Interest
      expense                     |   | 11,923           |       |   | 6,307       |       |   | 805        |       |   | 3,155       |       |   | 649        |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|LOSS BEFORE INCOME TAXES                   |   | 416,493          |       |   | 137,262     |       |   | 85,025     |       |   | 79,642      |       |   | 53,726     |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|Provision
      for income taxes           |   | -                |       |   | -           |       |   | -          |       |   | -           |       |   | -          |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|NET LOSS                                   |   | 416,493          |       |   | 137,262     |       |   | 85,025     |       |   | 79,642      |       |   | 53,726     |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|OTHER COMPREHENSIVE LOSS                   |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|Foreign currency translation adjustment    |   | 6,912            |       |   | 2,365       |       |   | 2,730      |       |   | 1,258       |       |   | 2,343      |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|COMPREHENSIVE LOSS                         | $ | 423,405          |       | $ | 139,627     |       | $ | 87,755     |       | $ | 80,900      |       | $ | 56,069     |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|BASIC
      AND DILUTED NET LOSS PER SHARE |   | $                | (0.00 | ) | $           | (0.00 | ) | $          | (0.00 | ) | $           | (0.00 | )
|                                           |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|WEIGHTED AVERAGE NUMBER OF                 |   |                  |       |   |             |       |   |            |       |   |             |       |   |            |  
|COMMON SHARES OUTSTANDING                  |   |                  |       |   | 103,200,000 |       |   | 72,387,845 |       |   | 103,200,000 |       |   | 74,649,438 |  

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

F-3

---

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

|                                                                                        |   | Cumulative       |   |   |           |   |   |           |  
|--------------------------------------------------------------------------------------- | - | ---------------- | - | - | --------- | - | - | --------- | -
|                                                                                        |   | Amounts          |   |   | Six       |   |   | Six       |  
|                                                                                        |   | From Inception   |   |   | Months    |   |   | Months    |  
|                                                                                        |   | (April 14, 2005) |   |   | Ended     |   |   | Ended     |  
|                                                                                        |   | to April 30,     |   |   | April 30, |   |   | April 30, |  
|                                                                                        |   | 2007             |   |   | 2007      |   |   | 2006      |  
|                                                                                        |   |                  |   |   |           |   |   |           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |   |                  |   |   |           |   |   |           |  
|Net loss for the period                                                                 | $ | (416,493         | ) | $ | (137,262  | ) | $ | (85,025   | )
|Adjustments to reconcile net income
      to cash used in development stage activities: |   |                  |   |   |           |   |  
|Amortization                                                                            |   | 1,309            |   |   | 343       |   |   | 315       |  
|Change in operating assets and liabilities                                              |   |                  |   |   |           |   |   |           |  
|Decrease (increase) in other receivables                                                |   | (11,965          | ) |   | (11,226   | ) |   | 9,439     |  
|Decrease (increase) in
      prepaid expenses                                           |   | (16,105          | ) |   | 2,941     |   |   | (23,931   | )
|Increase in accounts payable and accrued
      liabilities                              |   | 103,439          |   |   | 102,257   |   |   | 7,332     |  
|Increase in accounts payable
      and accrued liabilities –related parties             |   | 7,123            |   |   | 7,123     |   |   | -         |  
|Increase
      in accrued interest payable                                              |   | 11,117           |   |   | 6,306     |   |   | -         |  
|                                                                                        |   |                  |   |   |           |   |   |           |  
|Net
      cash used in operating activities                                             |   | (321,575         | ) |   | (29,518   | ) |   | (91,870   | )
|                                                                                        |   |                  |   |   |           |   |   |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |   |                  |   |   |           |   |   |           |  
|Acquisition of equipment                                                                |   | (28,390          | ) |   | -         |   |   | (2,317    | )
|Acquisition
      of patents                                                            |   | (71,731          | ) |   | (29,423   | ) |   | (1,119    | )
|                                                                                        |   |                  |   |   |           |   |   |           |  
|Net
      cash used in investing activities                                             |   | (100,121         | ) |   | (29,423   | ) |   | (3,436    | )
|                                                                                        |   |                  |   |   |           |   |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |   |                  |   |   |           |   |   |           |  
|Cash acquired from Triton Resources, Inc.                                               |   | 18,538           |   |   | -         |   |   | 18,538    |  
|Bank Indebtedness                                                                       |   | 31,758           |   |   | 31,758    |   |   | -         |  
|Issuance of capital stock for cash                                                      |   | 32,275           |   |   | -         |   |   | -         |  
|Shareholder contributions                                                               |   | 72,947           |   |   | -         |   |   | (11,896   | )
|Proceeds from loan receivable                                                           |   | -                |   |   | -         |   |   | 12,060    |  
|Proceeds from loans payable                                                             |   | 258,142          |   |   | -         |   |   | 102,602   |  
|Proceeds from loans payable
      –related parties                                      |   | 13,139           |   |   | 13,139    |   |   | -         |  
|                                                                                        |   |                  |   |   |           |   |   |           |  
|Net cash provided by financing activities                                               |   | 426,799          |   |   | 44,897    |   |   | 121,304   |  
|                                                                                        |   |                  |   |   |           |   |   |           |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                               |   |                  |   |   |           |   |   |           |  
|CASH AND CASH EQUIVALENTS
      DURING THE PERIOD                                       |   | (5,103           | ) |   | 243       |   |   | 1,316     |  
|                                                                                        |   |                  |   |   |           |   |   |           |  
|NET INCREASE (DECREASE) IN CASH                                                         |   | -                |   |   | (13,801   | ) |   | 27,314    |  
|                                                                                        |   |                  |   |   |           |   |   |           |  
|CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD                                    |   | -                |   |   | 13,801    |   |   | 11,187    |  
|                                                                                        |   |                  |   |   |           |   |   |           |  
|CASH AND CASH EQUIVALENTS,
      END OF PERIOD                                          | $ | -                |   | $ | -         |   | $ | 38,501    |  

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)                   
|April 30, 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 April 30, 2007 and for all
        periods presented, have been included. Interim results for the period
        ended April 30, 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)                   
|April 30, 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 U.S. dollars. The significant
        accounting policies adopted by the Company are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The functional currency of the Company is
        the U.S. 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 period-end exchange
        rates while revenue and expenses are translated at the average exchange
        rates during the period. Related exchange gains and losses are included
        in a separate component of stockholders equity as accumulated other
        comprehensive income.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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 consist primarily of prepaid
        vehicle insurance and lease payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Other receivables consist primarily of Value
        Added Tax in Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-6

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 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 Statement of Financial Accounting
        Standards (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)                   
|April 30, 2007                                
|(Unaudited)                                   

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company's financial instruments consist
        of cash and cash equivalents, other receivables, 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective February 1, 2006, the Company accounts
        for stock-based compensation issued to employees in accordance with the
        provisions of 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 April 30, 2007, there have been no stock
        options granted.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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 April 30, 2007, there were no potentially dilutive securities
        outstanding.          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2007                                
|(Unaudited)                                   

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | -------------------------------------------
|   |                                            
|   | (p)                                        
|   |                                            
|   |                                            
|   |                                            
|   | (q)                                        
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   |                                            
|   | (r)                                        
|   |                                            
|   |                                            

F-9

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2007                                
|(Unaudited)                                   

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

Equipment

| |                                      |   |           |  
| | ------------------------------------ | - | --------- | -
| |                                      |   | April 30, |  
| |                                      |   | 2007      |  
| |                                      |   |           |  
| | Construction in progress -Aircraft   | $ | 23,377    |  
| | Construction in progress -Motorcycle |   | 6,630     |  
| |                                      |   | 30,007    |  
| |                                      |   |           |  
| | Computer equipment                   |   | 2,023     |  
| | Accumulated depreciation             |   | (1,309    | )
| |                                      |   | 714       |  
| |                                      |   |           |  
| | Net book value                       | $ | 30,721    |  

During the period ended April 30, 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 $30,007 as of April 30, 2007.

Patents

| |                          |   |           | 
| | ------------------------ | - | --------- | 
| |                          |   | April 30, | 
| |                          |   | 2007      | 
| |                          |   |           | 
| | Patents                  | $ | 77,630    | 
| | Accumulated depreciation |   | -         | 
| |                          |   |           | 
| | Net book value           | $ | 77,630    | 

During the period ended April 30, 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 $77,630 as of April 30, 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.

F-10

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2007                                
|(Unaudited)                                   

|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 - $34,123). 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 - $81,895). 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.                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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 six and three months ended April 30, 2007 totaled $5,951 and $2,926,
        respectively.                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Loans Payable Current                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the six 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 -$13,648). 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 six and three months ended April 30, 2007 totaled Euro 270 (US
        -$356) and Euro 172 (US -$229), respectively.

Other

At April 30, 2007, included in other
  receivables is Euro 3,066 (US -$4,185) owed from a company with common directors
  of Skyflyer Technology for the use of a vehicle. Vehicle costs reimbursed for
  the six and three months ended April 30, 2007 totaled Euro 6,633 (US -$8,699)
  and Euro 2,577 (US -$3,419), respectively, and are included in other operating
  costs on the statement of operations.

At April 30, 2007, included in accounts
  payable and accrued liabilities –related parties is $1,000 owed to an
  officer of the Company for consulting fees and Euro 4,660 (US -$6,360) owed
  to officers and directors of Skyflyer Technology for management fees.

Consulting fees paid to an officer of
  the Company for the six and three months ended April 30, 2007 totaled $6,000
  and $3,000 respectively. Management fees paid to officers and directors of Skyflyer
  Technology for the six and three months ended April 30, 2007 totaled Euro 27,960
  (US -$36,746) and Euro 13,980 (US -$18,548), respectively. Amounts due to and
  from officers and directors are unsecured, non-interest bearing and due on demand.

F-11

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 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 -$27,296)
        plus taxes and requires monthly lease payments of Euro 761 (US -$1,039)
        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 $3,180) 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-12

---

|SKYFLYER INC.                                 
|----------------------------------------------
|(formerly Triton Resources, Inc.)             
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 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
        $3,180) 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 |  |   | Six Months |  |   | Six Months | 
| |                |   | 14, 2005) to     |  |   | Ended      |  |   | Ended      | 
| |                |   | April 30,        |  |   | April 30,  |  |   | April 30,  | 
| |                |   | 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.

F-13

---

|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

The following significant corporate developments have occurred
since our January 31, 2007 quarter end:

|1. | In March, 2007, we conducted a proof of concept
      experiment demonstrating that our conceptual designs for the Skyflyer VTOL
      (vertical take-off and landing) vehicle should be able to generate
      sufficient vertical thrust to create liftoff. During this experiment, our
      experts placed two conventional propeller units face down. These propeller
      units were then connected to a motorcycle engine with a maximum output
      capacity of approximately 150 hp. The engines transmission was rotated by
      90 degrees so that the drive shaft was able to power the two propellers
      via a toothed drive belt. The entire apparatus was then placed onto four
      standing pipes that allowed the entire apparatus to move up and down.
      These pipes were then placed on four load cells which indicated the amount
      of force being exerted.        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Measurements were first taken of the overall weight of
      the apparatus with the engine turned off. The total kilogram-force, or
      kiloponds, generated by the propellers was then calculated by measuring
      the decrease in weight with the engine and propellers turned on.
      Measurements taken by our team of experts indicated that, with the engine
      operating at maximum capacity, approximately 300 kp of vertical force was
      generated. Operating at a decreased output of approximately 100 hp, the
      apparatus generated approximately 200 kp of force.                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Our technical experts believe that the above experiment
      indicates that our VTOL flying unit should able to achieve liftoff based
      on current design parameters. Our prototype design calls for 4 downward
      facing propellers to be powered by 2 to 4 engines with a maximum output
      capacity of approximately 100 hp per engine. Based on current design
      specifications, the entire flying unit is expected to with approximately
      400 kg. As a result of the above experiment, our technical experts expect
      that 3 to 4 engines, generating a total of 300 to 400 hp, should be able
      to generate approximately 600 kp to 800 kp of vertical force, which would
      be more and sufficient to allow the prototype to achieve
  lift-off.                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | In late March, 2007, we secured a commitment from JHT
      Jakobs Houben Technologie GmbH to assist Skyflyer GmbH in creating
      detailed designs for our VTOL prototype and in integrating the prototypes
      component systems. JHT is a mechanical and plant engineering company with
      a service portfolio that includes project design, project management,
      engineering support and on-site assembly. JHTs expertise ranges from
      welding technologies to hydraulic and pneumatic control systems. Alexander
      Houben, one of the principals of JHT is a recognized industry leader in 3D
      layout planning and 3D component design.                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | In early April, 2007, we secured commitments from
      Professors Tim Nosper and Holger Voos of the University of Applied
      Sciences FH Ravensburg-Weingarten and the Steinbeis Transfer Center for
      Automotive Systems to assist Skyflyer GmbH in designing the control system
      hardware and software for our VTOL prototype. Professor Nosper is the head
      of the Steinbeis Transfer Center for Automotive Systems and lectures at
      the University of Applied Sciences FH Ravensburg-Weingarten, where he is
      in charge of the Vehicle Technology Department and is chairman of the
      examinations board. Professor Nosper is also responsible for the specialty
      areas of mathematics and mechatronics for the Vehicle Technology
      Department. Professor Voos is the Vice-Chairman of the Steinbeis Transfer
      Center for Automotive Systems and is a

4

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|   | member of the Universitys Faculty of Electrical
      Engineering and Computer Science. The Steinbeis Transfer Center for
      Automotive Systems is a division of the Steinbeis Foundation, a charitable
      foundation based in Germany that actively supports technology and
      knowledge transfers and developments around the world. The Steinbeis
      Transfer Center for Automotive Systems specializes in the coordination and
      integration of various control interfaces, construction support and the
      testing of prototypes. The Center has also been involved in the
      development of steering and control units with artificial intelligence
      systems for missiles, together with mission management systems and
      collision avoidance systems for unmanned aerial vehicles (UAVs).                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | In mid-April, 2007, Skyflyer GmbH commissioned the
      Technical University of Aachen, in co- operation with KMU Beratungs-GmbH,
      to design the cockpit for our Skyflyer prototype. Leading the cockpit
      design project will be Professor Johannes Gartzen, a member of the
      Technical Univesrity of Aachens Faculty of Mechanical Engineering and
      Mechatronics, and a principal of KMU Beratrungs-GmbH. Together with his
      team, Professor Gartzen will implement the design for the structural
      requirements of the cockpit. Detailed final designs will then be
      implemented by Profesor Gartzens team, together with consultants from KMU
      Beratungs- GmbH.                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | In late April, 2007, we obtained commitments from Franz
      Dombrowa and Alfred Weiss to develop a marketing plan and strategy for our
      VTOL flyer. Mr. Dombrowa has occupied a number of management posts with
      major theme parks such as Warner Bros. Movie World and Disneyland Paris,
      and now provides consulting services to the leisure industry through his
      firm, Carpiem. Mr. Weiss has held a number of public positions in
      municipal marketing and has experience promoting local businesses. Mr.
      Weiss will act as a liaison with local governments and the public sector
      in an effort to ensure that Skyflyer GmbH is able to anticipate any
      potential bureaucratic hurdles, and is able to obtain any necessary
      bureaucratic approvals, in a timely manner. Mr. Dombrowa will work on
      developing marketing materials to be presented to theme park and leisure
      facility operators.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | In late April, 2007, we obtained a commitment from TUV
      Rheinland Industrie Service GmbH (TUV) to assist Skyflyer GmbH by
      providing technical supervision throughout the development of our VTOL
      flyer, focusing on technical safety issues. TUV will also conduct safety
      and other technical tests in order to ensure compliance with regulatory
      requirements. TUV Rheinland Industrie Service GmbH is a division of TUV
      Rheinland, headquartered in Cologne, Germany. TUV Rheinland is one of the
      leading worldwide providers of technical services.                                                                                                                                                                                                                                                                                                                                                                

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. Although we have secured commitments from a
number of parties to assist us in the development of our VTOL prototype, we have
not yet been 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:

5

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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.

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 $1.37 per EUR, which is equal to the approximate
exchange rate as at April 30, 2007, the end of our most recent fiscal quarter.
We estimate that it will cost approximately EUR 510,000 ($698,700) 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
    $301,400Personnel and
      labor
    EUR
      130,000
    $178,100Equipment
    EUR
      15,000
    $20,500Electronic
      components
    EUR
      50,000
    $68,500Testing
    EUR
      50,000
    $68,500Contingency
    EUR
      45,000
    $61,700Total
    EUR 510,000
    $698,700


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 ($3,425,000) 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.

6

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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 April 30, 2006
represent the operations of Skyflyer GmbH. The operations of Skyflyer are
included from the effective date of the acquisition, April 19, 2006.

Second Quarter and Six Months Summary

|                 |   | Three Months Ended April 30, |   |   | Six Months Ended April 30, |  
|---------------- | - | ---------------------------- | - | - | -------------------------- | -
|                 |   |                              |   |   |                            |  
|                 |   |                              |   |   |                            |  
|                 |   | 2007                         |   |   | 2006                       |  
|Revenue          | $ | --                           |   | $ | --                         |  
|Expenses         |   | (76,487                      | ) |   | (53,077                    | )
|Interest Expense |   | (3,155                       | ) |   | (649                       | )
|Net (Loss)       | $ | (79,642                      | ) | $ | (53,726                    | )

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 and six
month period ended April 30, 2007:

|                             |   | Three Months Ended April 30 |  |   | Six Months Ended April 30 |  
|---------------------------- | - | --------------------------- |  | - | ------------------------- | -
|                             |   |                             |  |   |                           |  
|                             |   |                             |  |   |                           |  
|                             |   | 2007                        |  |   | 2006                      |  
|Amortization                 | $ | 173                         |  | $ | 157                       |  
|Professional fees            |   | 26,598                      |  |   | 19,285                    |  
|Management fees              |   | 21,548                      |  |   | 17,759                    |  
|Other operating expenses     |   | 27,853                      |  |   | 15,883                    |  
|Foreign currency loss (gain) |   | 315                         |  |   | (7                        | )
|TOTAL                        | $ | 76,487                      |  | $ | 53,077                    |  

7

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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 April 30, 2007 relate primarily to legal and
accounting fees incurred in connection with meeting our ongoing reporting
obligations under the Securities Exchange Act of 1934. The increase in
additional operating expenses relate primarily to expenses associated with our
efforts to develop our business.

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

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                   |   |   |                     |   |  |                       | 
|------------------------- | - | ----------------- | - | - | ------------------- | - |  | --------------------- | 
|                          |   |                   |   |   |                     |   |  | Percentage            | 
|                          |   | At April 30, 2007 |   |   | At October 31, 2006 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 30,532            |   | $ | 34,240              |   |  | (10.8)%               | 
|Current Liabilities       |   | (320,620          | ) |   | (152,033            | ) |  | 110.9%                | 
|Working Capital (Deficit) | $ | (290,088          | ) | $ | (117,793            | ) |  | 146.3%                | 

|Cash Flows                              |   |                  |   |   |                  |  
|--------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                        |   | Six Months Ended |   |   | Six Months Ended |  
|                                        |   | April 30, 2007   |   |   | April 30, 2006   |  
|Cash Flows used in Operating Activities | $ | (29,518          | ) | $ | (91,870          | )
|Cash Flows used in Investing Activities |   | (29,423          | ) |   | (3,436           | )
|Cash Flows from Financing Activities    |   | 44,897           |   |   | 121,304          |  
|Effect of Foreign Currency Translations |   | 243              |   |   | 1,316            |  
|Net Increase in Cash During Period      | $ | (13,801          | ) | $ | 27,314           |  

The decrease in our working capital at April 30, 2007 from
April 30, 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 six months ended April 30, 2007.

As at April 30, 2007, we had a net cash overdraw of $32,986.
Current assets at April 30, 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

8

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such, our ability to complete our plan of operation is
dependent upon our ability to obtain substantial financing in the near term. If
we are not able to obtain substantial financing, we may be forced to abandon our
plan of operation and our business may fail.

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.

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 April 30, 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.

9

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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 (approximately $698,700) 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 ($3,425,000).

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, we will not be able to pursue our plan of operation and our business
may fail.

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 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

10

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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 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.

11

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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.

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.

12

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|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)                            
|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.                    

13

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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: | June 19, 2007 |  | By: | /s/
      Rolf G. Horchler        
|      |               |  |     | ROLF G. HORCHLER                  
|      |               |  |     | President, Chief Executive Officer
|      |               |  |     | & Chief Financial Officer         
|      |               |  |     | (Principal Executive Officer      
|      |               |  |     | and Principal Accounting Officer) 

---