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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

               |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended DECEMBER 31, 2007

             |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-52480

                             SKYVIEW HOLDINGS CORP.
                 (Name of Small Business Issuer in Its Charter)

Delaware                                                             35-2287663
(State or other                                                 (I.R.S. Employer
jurisdiction                                                      Identification
of incorporation or                                                      Number)
organization)

68 Skyview Terrace
Clifton, New Jersey                                                        07011
(Address of principal                                                 (Zip Code)
executive offices)

         Issuer's telephone number, including area code: (973) 523-0835

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock ($.00001 par value)

Check whether the Issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. |_|

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 |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. |_|

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

State Issuer's revenues for its most recent fiscal year: $-0-

As of March 15, 2008, the aggregate market value of the voting and non-voting
common equity held by non-affiliates of the Issuer was $0. The number of shares
outstanding of the Common Stock ($.00001 par value) of the Issuer as of the
close of business on March 15, 2008 was 5,000,000.

                    Documents Incorporated by Reference: None

          Transitional Small Business Disclosure Format: Yes |_| No |X|

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                             SKYVIEW HOLDINGS CORP.

                                TABLE OF CONTENTS


                                     PART I
                                                                            Page

Item 1.      Description of Business                                           3

Item 2.      Description of Property                                          10

Item 3.      Legal Proceedings                                                10

Item 4.      Submission of Matters to a Vote of Security Holders              10

                                   PART II

Item 5.      Market for Common Equity, Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities         10

Item 6.      Management's Discussion and Analysis or Plan of Operation        11

Item 7.      Financial Statements                                             12

Item 8.      Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure                                  12

Item 8A(T).  Controls and Procedures                                          12

Item 8B.     Other Information                                                12


                                  PART III

Item 9.      Directors, Executive Officers, Promoters, Control Persons and
             Corporate Governance; Compliance with Section 16(a) of
             the Exchange Act                                                 13

Item 10.     Executive Compensation                                           14

Item 11.     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  14

Item 12.     Certain Relationships and Related Transactions,
             and Director Independence                                        15

Item 13.     Exhibits                                                         15

Item 14.     Principal Accountant Fees and Services                           15

             Signatures                                                       17
<PAGE>

                           Forward-Looking Statements

      This report contains forward-looking statements that involve risks and
uncertainties. All statements regarding future events, our future financial
performance and operating results, our business strategy and our financing plans
are forward-looking statements. In many cases, you can identify forward-looking
statements by terminology, such as "may", "should", "expects", "intends",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of such terms and other comparable terminology. These
statements are only predictions. Known and unknown risks, uncertainties and
other factors could cause our actual results to differ materially from those
projected in any forward-looking statements. We do not intend to update these
forward-looking statements.

                                     PART I

Item 1. Description of Business.

Business Development

      Skyview Holdings Corp. ("we", "us", "our" or the "Company") was
incorporated in the State of Delaware on January 11, 2007. Since inception, we
have been engaged in organizational efforts and obtaining initial financing. We
were formed as a vehicle to pursue a business combination. The Company filed a
registration statement on Form 10-SB with the U.S. Securities and Exchange
Commission (the "SEC") on February 21, 2007, and since its effectiveness, the
Company has begun efforts to identify a possible business combination. However,
the Company has not entered into a letter of intent or any definitive agreement
concerning any target business. The business purpose of the Company is to seek
the acquisition of, or merger with, an existing company.

Business of the Issuer

      The Company, based on proposed business activities, is a "blank check"
company. The SEC defines those companies as "any development stage company that
is issuing a penny stock, within the meaning of Section 3(a)(51) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and that has
no specific business plan or purpose, or has indicated that its business plan is
to merge with an unidentified company or companies". Under SEC Rule 12b-2 under
the Securities Act of 1933, as amended (the "Securities Act"), we also qualify
as a "shell company," because we have no or nominal assets (other than cash) and
no or nominal operations. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, until we
have successfully concluded a business combination. We elected to file a Form
10-SB Registration Statement on a voluntary basis in order to become a reporting
company under the Exchange Act. We intend to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.

      We were organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation and, to a lesser extent, that desires to
employ our funds in its business. Our principal business objective for the next
12 months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. We will not restrict our potential candidate target companies to any
specific business, industry or geographical location and, thus, may acquire any
type of business.

      The analysis of new business opportunities has and will be undertaken by
or under the supervision of our sole officer and director. We have unrestricted
flexibility in seeking, analyzing and participating in potential business
opportunities. In our efforts to analyze potential acquisition targets, we will
consider the following kinds of factors:

      (i) Potential for growth, indicated by new technology, anticipated market
expansion or new products;

      (ii) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;

      (iii) Strength and diversity of management, either in place or scheduled
for recruitment;


                                        3
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      (iv) Capital requirements and anticipated availability of required funds,
to be provided by us from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other sources;

      (v) The cost of participation by us as compared to the perceived tangible
and intangible values and potentials;

      (vi) The extent to which the business opportunity can be advanced;

      (vii) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items; and

      (viii) Other relevant factors.

      In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited capital available for
investigation, we may not discover or adequately evaluate adverse facts about
the opportunity to be acquired.

      Form of Acquisition

      The manner in which we participate in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of us and the
promoters of the opportunity, and the relative negotiating strength of us and
such promoters.

      It is likely that we will acquire our participation in a business
opportunity through the issuance of our common stock or other securities.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares. Under other circumstances, depending
upon the relative negotiating strength of the parties, prior stockholders may
retain substantially less than 20% of the total issued and outstanding shares of
the surviving entity. This could result in substantial additional dilution to
the equity of those who were our stockholders prior to such reorganization.

      Our present stockholders will likely not have control of a majority of our
voting shares following a reorganization transaction. As part of such a
transaction, our sole director may resign and new directors may be appointed
without any vote by stockholders.

      In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
shares. The necessity to obtain such stockholder approval may result in delay
and additional expense in the consummation of any proposed transaction and will
also give rise to certain appraisal rights to dissenting stockholders. Most
likely, management will seek to structure any such transaction so as not to
require stockholder approval.

      It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation would
not be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to us of the related costs incurred.

      We presently have no employees apart from our management. Our sole officer
and director is engaged in outside business activities and anticipates he will
devote to our business very limited time until the acquisition of a successful
business opportunity has been identified. We expect no significant changes in
the number of our employees other than such changes, if any, incident to a
business combination.


                                        4
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Risk Factors

      In addition to other information and financial data set forth elsewhere in
this report, the following risk factors should be considered carefully in
evaluating the Company.

An investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.

Our business is difficult to evaluate because we have no operating history.

      The Company has had no recent operating history nor any revenues or
earnings from operations since inception. We have no significant assets or
financial resources. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business combination.

There is uncertainty as to our ability to continue as a going concern.

      Our financial statements for the year ended December 31, 2007, as well as
the report of our independent registered public accounting firm on our financial
statements, call into question our ability to operate as a going concern. This
conclusion is based on our net operating loss for the period and a shareholders'
deficiency. Although we expect that we will be able to meet our expenses going
forward based on loans and/or equity investments from stockholders or other
investors, our ability to continue as a going concern will be dependent on our
ability to obtain such financing on acceptable terms. Our sole officer and
director has agreed to provide funding to the Company to pay its annual audit
fees and filing costs as long as the Board of Directors deems it necessary.
However, there can be no assurance that such financial support shall be ongoing
or available on terms or conditions acceptable to the Company.

Our business will have no revenues unless and until we merge with or acquire an
operating business.

      Because we do not anticipate having any revenues for the indefinite
future, and will likely have to finance operating expenses until such time as we
may be able to consummate a business combination through proceeds obtained from
shareholder loans or sales of equity, we are likely to incur a net operating
loss that will increase continuously until we are able to consummate a business
combination with a profitable operating enterprise. There can be no assurance,
however, that we will be able to identify a suitable enterprise in this regard
and consummate a business combination, either eventually or at all.

Our management has certain inherent conflicts of interest that may cause it to
act adversely to the interests of our stockholders.

      Donald R. McKelvey, our President, Secretary, Treasurer and sole director,
is currently involved with another blank check company that shares an interest
in identifying and pursuing possible business combinations with private
operating companies. In the future, Mr. McKelvey may become involved in other
blank check companies. Although Mr. McKelvey will at all times be bound by his
fiduciary duties to stockholders, there can be no assurance that the existing
and inherent conflict of interest created by Mr. McKelvey's positions in
relation to the Company, on the one hand, and each of the other blank check
companies with which he is involved, on the other, will not otherwise result in
a loss of economic opportunity to our stockholders. In addition, the terms of a
business combination involving the Company may include such terms as Mr.
McKelvey remaining a director or officer of the Company and/or continuing to
work for the surviving entity. The terms of a business combination may provide
for a payment by cash or otherwise to Mr. McKelvey for the purchase or
retirement of all or part of his Common Stock of the Company by a target
company. Mr. McKelvey would directly benefit from such employment or payment.
Such benefits may influence Mr. McKelvey's choice of a target company. There are
no binding guidelines or procedures for resolving potential conflicts of
interest. Failure by management to resolve conflicts of interest in favor of the
Company could result in liability of management to us. However, any attempt by
stockholders to enforce a liability of management to us would most likely be
prohibitively expensive and time consuming.


                                        5
<PAGE>

There is intense competition for those private companies suitable for a merger
transaction of the type we intend to pursue.

      We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with, and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do.
Consequently, we will be at a competitive disadvantage in being able to identify
attractive business opportunities and successfully complete a business
combination. These competitive factors may reduce the likelihood of our
ultimately being able to successfully identify and consummate a business
combination.

Future success is highly dependent on the ability of management to locate and
attract a suitable business combination.

      The nature of our operations is highly speculative and there is a
consequent risk of loss of your investment. The success of our plan of operation
will depend to a great extent on the operations, financial condition and
management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm and numerous other factors beyond our control.

We have no existing agreement for a business combination or other transaction.

      There is not currently in place any arrangement, agreement or
understanding involving the Company with respect to engaging in a merger with,
joint venture with, or acquisition of, a private or public entity. No assurances
can be given that we will successfully identify and evaluate suitable business
opportunities or that we will conclude a business combination. Management has
not identified any particular industry or specific business within an industry
for purposes of evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.

Our management intends to devote only a limited amount of time to seeking a
target company which may adversely impact our ability to identify a suitable
acquisition candidate.

      While seeking a business combination, our management anticipates devoting
no more than a few hours per week in total to the Company's affairs. Our sole
officer has not entered into a written employment agreement with us and is not
expected to do so in the foreseeable future. This limited commitment may
adversely impact our ability to identify and consummate a successful business
combination.

The time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.

      Target companies without previously prepared and/or audited financial
statements may delay or preclude acquisition. Sections 13 and 15(d) of the
Exchange Act require reporting companies to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the company involved. The time and additional costs that may be incurred
by some target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain within a certain
time frame the required audited statements may be inappropriate for acquisition
so long as the reporting requirements of the Exchange Act remain applicable.

We may be subject to further government regulation which would adversely affect
our operations.

      Although we will be subject to the reporting requirements under the
Exchange Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act") since
we will not be engaged in the business of investing or trading in securities. If
we engage in business combinations which result in our holding passive
investment interests in a number of entities, we could be subject to regulation


                                        6
<PAGE>

under the Investment Company Act. If this were to occur, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. To date, we have obtained no formal
determination from the SEC as to our status under the Investment Company Act and
could, therefore, be determined at some later date to be an unregistered
investment company, which could subject us to material adverse consequences.

 Any potential acquisition or merger with a foreign company may subject us to
additional risks.

      If we enter into a business combination with a foreign company, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment of raw materials and finished goods across national borders, and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency, and balance of payments positions, and in other
respects.

We may be subject to certain tax consequences in our business, which may
increase our cost of doing business.

      We may not be able to structure a business combination to which we become
a party in such a way as to result in tax-free treatment for the parties
involved, which could deter third parties from entering into certain business
combinations with us or result in us or our stockholders being taxed on
consideration received in such a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. Although we intend to
structure any business combination so as to minimize the federal and state tax
consequences to both us and the target entity, there can be no assurance that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.

We intend to issue more shares in a merger or acquisition, which will result in
substantial dilution.

      Our Certificate of Incorporation authorizes the issuance of a maximum of
100,000,000 shares of common stock and a maximum of 2,500,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our board of directors
currently has the power to issue any or all of such authorized but unissued
shares without stockholder approval. To the extent that additional shares of
common stock or preferred stock are issued in connection with a business
combination, or otherwise, dilution to the interests of our then existing
stockholders will occur and the rights of the holders of common stock may be
materially and adversely affected.

We have not conducted or otherwise obtained any market research regarding
potential business opportunities, which may affect our ability to identify a
business to merge with or acquire.

      To date, we have neither conducted nor obtained from others results of
market research concerning prospective business opportunities. We have no
assurances, as a result, that market demand exists for a merger or acquisition
as contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it may
be expected that any such target business or transaction will present such a
level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There can be no assurance
that we will be able to acquire a business opportunity on terms favorable to us.
Decisions as to which business opportunity to participate in will be
unilaterally made by our management, which may act without the consent, vote or
approval of our stockholders.

There is currently no trading market for our common stock.

      There is no public trading market for our common stock and none is
expected to develop in the foreseeable future unless and until we complete a
business combination with an operating business and such business files a
registration statement under the Securities Act. Outstanding shares of our
common stock currently cannot be offered, sold, pledged or otherwise transferred
unless subsequently registered pursuant to, or exempt from registration under,


                                        7
<PAGE>

the Securities Act and any other applicable federal or state securities laws or
regulations. Shares of common stock cannot be sold under the exemptions from
registration provided by Rule 144 under or Section 4(1) of the Securities Act
("Rule 144"), in accordance with the letter from Richard K. Wulff, Chief of the
Office of Small Business Policy of the Securities and Exchange Commission's
Division of Corporation Finance, to Ken Worm of NASD Regulation, dated January
21, 2000 (the "Wulff Letter"). The Wulff Letter provides that certain private
transfers of the shares of common stock also may be prohibited without
registration under federal securities laws. The SEC changed certain aspects of
the Wulff Letter and such changes apply retroactively to our stockholders. Since
February 15, 2008, all holders of shares of common stock of a "shell company"
have been permitted to sell their shares of common stock under Rule 144, subject
to certain restrictions, starting one year after (i) the completion of a
business combination with a private company in a reverse merger or reverse
takeover transaction after which the company would cease to be a "shell company"
(as defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of
certain information on a Current Report on Form 8-K within four business days
thereafter.

      Compliance with the criteria for securing exemptions under federal
securities laws and the securities laws of the various states is extremely
complex, especially in respect of those exemptions affording flexibility and the
elimination of trading restrictions in respect of securities received in exempt
transactions and subsequently disposed of without registration under the
Securities Act or state securities laws.

There are issues impacting liquidity of our securities with respect to the SEC's
review of a future resale registration statement.

      Since shares of our common stock issued prior to a business combination or
reverse merger cannot currently, nor will they for a considerable period of time
after we complete a business combination, be available to be offered, sold,
pledged or otherwise transferred without being registered pursuant to the
Securities Act, we will likely file a resale registration statement on Form S-1,
or some other available form, to register for resale such shares of common
stock. We cannot control this future registration process in all respects as
some matters are outside our control. Even if we are successful in causing the
effectiveness of the resale registration statement, there can be no assurances
that the occurrence of subsequent events may not preclude our ability to
maintain the effectiveness of the registration statement. Any of the foregoing
items could have adverse effects on the liquidity of our shares of common stock.

      In addition, the SEC has recently disclosed that it has developed internal
informal guidelines concerning the use of a resale registration statement to
register the securities issued to certain investors in private investment in
public equity (PIPE) transactions, where the issuer has a market capitalization
of less than $75 million and, in general, does not qualify to file a
Registration Statement on Form S-3 to register its securities if the issuer's
securities are listed on the Over-the-Counter Bulletin Board or on the Pink
Sheets. The SEC has taken the position that these smaller issuers may not be
able to rely on Rule 415 under the Securities Act ("Rule 415"), which generally
permits the offer and sale of securities on a continued or delayed basis over a
period of time, but instead would require that the issuer offer and sell such
securities in a direct or "primary" public offering, at a fixed price, if the
facts and circumstances are such that the SEC believes the investors seeking to
have their shares registered are underwriters and/or affiliates of the issuer.
It appears that the SEC in most cases will permit a registration for resale of
up to one third of the total number of shares of common stock then currently
owned by persons who are not affiliates of such issuer and, in some cases, a
larger percentage depending on the facts and circumstances. Staff members also
have indicated that an issuer in most cases will have to wait until the later of
six months after effectiveness of the first registration or such time as
substantially all securities registered in the first registration are sold
before filing a subsequent registration on behalf of the same investors. Since,
following a reverse merger or business combination, we may have little or no
tradable shares of common stock, it is unclear as to how many, if any, shares of
common stock the SEC will permit us to register for resale, but SEC staff
members have indicated a willingness to consider a higher percentage in
connection with registrations following reverse mergers with shell companies
such as the Company. The SEC may require as a condition to the declaration of
effectiveness of a resale registration statement that we reduce or "cut back"
the number of shares of common stock to be registered in such registration
statement. The result of the foregoing is that a stockholder's liquidity in
common stock may be adversely affected in the event the SEC requires a cut back
of the securities as a condition to allow the Company to rely on Rule 415 with
respect to a resale registration statement, or, if the SEC requires us to file a
primary registration statement.

Because we may seek to complete a business combination through a "reverse
merger", following such a transaction we may not be able to attract the
attention of major brokerage firms.

      Additional risks may exist since we will assist a privately held business
to become public through a "reverse merger". Securities analysts of major
brokerage firms may not provide coverage of the Company since there is no
incentive to brokerage firms to recommend the purchase of our common stock. No
assurance can be given that brokerage firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.


                                        8
<PAGE>

We cannot assure you that our common stock will ever be listed on NASDAQ or one
of the national securities exchanges.

      To the extent that we consummate a business combination, we may seek the
listing of our common stock on NASDAQ or the American Stock Exchange, either
immediately or after some period of time. There can be no assurance, however,
that we will be able to meet the initial listing standards of either of those or
any other stock exchange or quotation service at such time, or that we will be
able to maintain a listing of our common stock on either of those or any other
stock exchange or quotation service. After completing a business combination,
until our common stock is listed on the NASDAQ or one of the national stock
exchanges, for which there can be no assurance, we expect that our common stock
would be eligible to trade on the OTC Bulletin Board (the "OTCBB"). The OTCBB,
however, is not an exchange and, because obtaining accurate quotations as to the
market value of a given security on the OTCBB is not always possible, and
because trading of securities on the OTCBB is often more sporadic than the
trading of securities listed on a national exchange or on NASDAQ, sellers of
securities traded on the OTCBB are likely to have more difficulty disposing of
their securities than sellers of securities that are listed on a national
exchange or on NASDAQ.

We cannot assure you that following a business combination with an operating
business, our common stock will not be subject to the "penny stock" regulations,
which would likely make it more difficult to sell.

      To the extent that we consummate a business combination and our common
stock becomes listed for trading on a quotation service, our common stock may
constitute a "penny stock," which generally is a stock trading under $5.00 and
that is not registered on national securities exchanges or quoted on one of the
higher NASDAQ tiers. The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. This regulation
generally has the result of reducing trading in such stocks, restricting the
pool of potential investors for such stocks, and making it more difficult for
investors to sell their shares. In addition, the "penny stock" rules adopted by
the Securities and Exchange Commission subject the sale of the shares of the
Common stock to certain regulations which impose sales practice requirements on
broker-dealers. For example, broker-dealers selling such securities must, prior
to effecting the transaction, provide their customers with a document that
discloses the risks of investing in such securities. Furthermore, if the person
purchasing the securities is someone other than an accredited investor or an
established customer of the broker-dealer, the broker-dealer must also approve
the potential customer's account by obtaining information concerning the
customer's financial situation, investment experience and investment objectives.
The broker-dealer must also make a determination whether the transaction is
suitable for the customer and whether the customer has sufficient knowledge and
experience in financial matters to be reasonably expected to be capable of
evaluating the risk of transactions in such securities. These requirements may
have the effect of reducing the level of trading activity in the secondary
market for a stock that is subject to the penny stock rules. To the extent that
our common stock becomes subject to the penny stock rules, investors in our
common stock may find it more difficult to sell their shares.

Our board of directors has broad authorization to issue preferred stock.

      Our Certificate of Incorporation authorizes the issuance of up to
2,500,000 shares of preferred stock with designations, rights and preferences
determined from time to time by our board of directors. Accordingly, our board
of directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of our
common stock. Under certain circumstances, the preferred stock could be utilized
as a method of discouraging, delaying or preventing a change in control of the
Company. Although we have no present intention of issuing any shares of
preferred stock, there can be no assurance that we will not do so in the future.

This report contains forward-looking statements and information relating to us,
our industry and to other businesses.

      These forward-looking statements are based on the beliefs of our
management, as well as assumptions made by and information currently available
to our management. When used in this registration statement, the words
"estimate," "project," "believe," "anticipate," "intend," "expect" and similar
expressions are intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are
subject to risks and uncertainties that may cause our actual results to differ


                                        9
<PAGE>

materially from those contemplated in our forward-looking statements. We caution
you not to place undue reliance on these forward-looking statements, which speak
only as of the date of this registration statement. We do not undertake any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this registration statement
or to reflect the occurrence of unanticipated events.

      Except as required by the Federal Securities Law, the Company does not
undertake any obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date of
this Form 10-KSB or for any other reason.

Item 2. Description of Property.

      The Company neither rents nor owns any properties. We currently maintain
our office and use the equipment at the home of the sole officer and director of
the Company on a month-to-month basis and at no cost. The Company currently has
no policy with respect to investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons primarily engaged in real
estate activities.

Item 3. Legal Proceedings.

      The Company is not a party to any pending material legal proceeding nor is
it aware of any proceeding contemplated by any individual, company, entity or
governmental authority involving the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

      No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small
        Business Issuer Purchases of Equity Securities.

Market Information

      Our Common Stock is not currently trading publicly on any stock exchange
or over-the-counter quotation service.

Common and Preferred Stock

      We are authorized by our Certificate of Incorporation to issue an
aggregate of 102,500,000 shares of capital stock, of which 100,000,000 are
shares of common stock, par value $.00001 per share (our "Common Stock") and
2,500,000 are shares of preferred stock, par value $.00001 per share (our
"Preferred Stock"). As of the date hereof, 5,000,000 shares of our Common Stock
and no shares of our Preferred Stock were issued and outstanding.

Holders

      As of March 15, 2008, there were two holders of record of a total of
5,000,000 shares of our Common Stock.

Dividends

      We have not paid any cash dividends to date and we do not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of our management to utilize all available funds in our pursuit for an
appropriate business combination.


                                       10
<PAGE>

Securities Authorized for Issuance Under Equity Compensation Plans

      There are no items requiring disclosure hereunder.

Recent Sales of Unregistered Securities

      On January 12, 2007, we issued 2,500,000 shares of our Common Stock to
Donald R. McKelvey for cash consideration of $.00001 per share, and 2,500,000
shares of our Common Stock to David M. Kaye for cash consideration of $.00001
per share, for an aggregate investment of $25.00 each. We sold these shares of
our Common Stock under the exemption from registration provided by Section 4(2)
of the Securities Act.

Item 6. Management's Discussion and Analysis or Plan of Operation.

      The following discussion should be read in conjunction with the audited
consolidated financial statements and the notes thereto appearing elsewhere in
this report and is qualified in its entirety by the foregoing.

Plan of Operation

      We were organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.

      During the next 12 months we anticipate incurring costs related to: (i)
filing of Exchange Act reports, and (ii) costs relating to consummating an
acquisition. We believe we will be able to meet these costs through use of funds
in our treasury, through deferral of fees by certain service providers and
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors. Our sole officer and director has
agreed to provide funding to the Company to pay its annual audit fees and filing
costs as long as the Board of Directors deems it necessary. However, there can
be no assurance that such financial support shall be ongoing or available on
terms or conditions acceptable to the Company.

      The Company may consider a business which has recently commenced
operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.

      Our management anticipates that we will likely be able to effect only one
business combination, due primarily to our limited financing, and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization.

      Because we currently do not have any business operations, we have not had
any revenues since January 11, 2007 (inception) to December 31, 2007. Total
expenses for the year ended December 31, 2007 were $15,064. These expenses
consisted primarily of organizational, professional fees and outside services.
The Company incurred a net loss of $15,064 for the period from January 11, 2007
(inception) to December 31, 2007. It is unlikely that we will have any revenues
unless we are able to effect a business combination, of which there can be no
assurance. At December 31, 2007, we had total assets of $240, total liabilities
of $15,254 and a working capital deficit of $15,014.

Off-Balance Sheet Arrangements

      We are not currently a party to, or otherwise involved with, any
off-balance sheet arrangements that have or are reasonably likely to have a
current or future material effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.


                                       11
<PAGE>

Item 7. Financial Statements.

      See the Financial Statements annexed to this report.

Item 8. Changes in and Disagreements with Accountants
        on Accounting and Financial Disclosure.

      None.

Item 8A(T). Controls and Procedures.

      Under the supervision and with the participation of our management,
including the Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end
of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of
December 31, 2007, these disclosure controls and procedures were effective to
ensure that all information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is: (i) recorded, processed, summarized
and reported, within the time periods specified in the Commission's rule and
forms; and (ii) accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.

      There have been no material changes in internal control over financial
reporting that occurred during the fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect the Company's internal
control over financial reporting.

Management's Annual Report on Internal Control over Financial Reporting

      Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is a process designed by, or under the supervision of, the Chief
Executive Officer and Chief Financial Officer and effected by our Board of
Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.

      Our evaluation of internal control over financial reporting includes using
the COSO framework, an integrated framework for the evaluation of internal
controls issued by the Committee of Sponsoring Organizations of the Treadway
Commission, to identify the risks and control objectives related to the
evaluation of our control environment.

      Based on our evaluation under the frameworks described above, our
management has concluded that our internal control over financial reporting was
effective as of December 31, 2007.

      This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation requirements by
the company's registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the company to provide only
management's report in this annual report.

Item 8B. Other Information.

      Not applicable.


                                       12
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate
        Governance; Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers

      Set forth below are the present directors and executive officers of the
Company. Note that there are no other persons who have been nominated or chosen
to become directors nor are there any other persons who have been chosen to
become executive officers. Directors are elected to serve until the next annual
meeting of stockholders and until their successors have been elected and have
qualified. Officers are appointed to serve until the meeting of the Board of
Directors following the next annual meeting of stockholders and until their
successors have been elected and qualified. None of the directors and officers
is related to any other director or officer of the Company except as otherwise
set forth below.

                                    Present Position           Has Served as
Name                   Age          and Offices                Director Since

Donald R. McKelvey     61           President, Secretary,      January 2007
                                    Treasurer and Director

      DONALD R. McKELVEY has been President, Secretary, Treasurer and a Director
of the Company since its inception. For more than the past five years, Mr.
McKelvey has been a private investor. In addition, from January 1995 to October
2004, he was Director, Chairman of the Board and Treasurer of Telco Technology,
Inc. and he was also its President from March 1999 to October 2004. In October
2004, Telco Technology, Inc., now known as Greenshift Corporation, acquired the
outstanding capital stock of GreenWorks Corporation. In connection with such
transaction, Mr. McKelvey resigned as an officer and director of Telco
Technology Inc. Additionally, Mr. McKelvey serves as President, Secretary,
Treasurer and director of Skyview Development Corp., another blank check
company.

Significant Employees

      None.

Family Relationships

      None.

Involvement in Certain Legal Proceedings

      There have been no events under any bankruptcy act, no criminal
proceedings and no judgments, injunctions, orders or decrees material to the
evaluation of the ability and integrity of any director, executive officer,
promoter or control person of the Company during the past five years.

Other Information

      The Board of Directors acts as the Audit Committee and the Board has no
separate committees. The Company has no qualified financial expert and believes
that it has insufficient activities to justify hiring such an expert at this
time.

Compliance with Section 16(a) of the Exchange Act

      Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership of
Common Stock of the Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

      Based solely on the Company's review of such forms received by it, or
written representations from certain of such persons, the Company believes that,
with respect to the year ended December 31, 2007, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.


                                       13
<PAGE>

Code of Ethics

      The Board of Directors has not adopted a Code of Ethics applicable to its
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, which is
designed to promote honest and ethical conduct; full, fair, accurate, timely and
understandable disclosure; and compliance with applicable laws, rules and
regulations. We expect that our Board of Directors following a merger or other
acquisition transaction will adopt a Code of Ethics.

Item 10. Executive Compensation.

      Our sole officer and director has not received any cash remuneration since
we were organized. There are not now in place any employment or similar
agreements, written or otherwise, or understandings or arrangements, to which we
are a party with our sole officer and director, and we do not anticipate that we
will enter into any such agreements before we consummate a business combination,
should that occur. Our sole officer and director intends to devote no more than
a few hours per week to our affairs in the meantime.

      There are no understandings or agreements, written or otherwise, regarding
remuneration to which our management will be entitled upon or following
consummation by us of a business combination, should that occur, nor do we
anticipate that our sole officer and director will receive or otherwise be
entitled to any such remuneration in any such event. It is possible that,
following the successful consummation of a business combination with an
unaffiliated entity, should that occur, that entity may desire to employ or
retain our sole officer and director for the purposes of providing services to
the surviving entity.

      We have not adopted any retirement, pension, profit sharing, stock option,
restricted stock, insurance or other similar plans or programs for the benefit
of our employees.

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters.

      The following table sets forth, as of March 15, 2008, the number of shares
of Common Stock owned of record and beneficially by (i) executive officers,
directors and persons who hold 5.0% or more of the outstanding Common Stock of
the Company, and (ii) all directors and executive officers as a group.

                                   Amount and Nature
Name and Address                   of Beneficial Ownership      Percent of Class


Donald R. McKelvey(1)              2,500,000                    50.0%
68 Skyview Terrace
Clifton, NJ  07011

David M. Kaye                      2,500,000                    50.0%
30A Vreeland Road
Florham Park, NJ  07932

All Directors and Executive
Officers as a Group (1 person)     2,500,000                    50.0%

----------
(1)   Mr. McKelvey is the sole officer and director of the Company.

Item 12. Certain Relationships and Related Transactions, and Director
         Independence.

      As of December 31, 2007, we have outstanding unsecured loans representing
a total of $6,754 in outstanding debt obligations arising out of loans to us by
Donald R. McKelvey, our sole officer and director and a record holder of 50% of
our outstanding Common Stock. These loans are non-interest bearing and have no
definite terms of repayment.


                                       14
<PAGE>

      David M. Kaye, a record holder of 50% of our outstanding Common Stock, is
a partner of Kaye Cooper Fiore Kay & Rosenberg, LLP, an entity providing legal
services to the Company. Such firm provided its services in connection with the
preparation and filing of our Registration Statement on Form 10-SB at no cost.
Since then, we have accrued $5,000 for additional services rendered by such firm
for the year ended December 31, 2007.

      We currently maintain our office and use the equipment at the home of the
Donald R. McKelvey on a month-to-month basis and at no cost. Management
estimated that the value conveyed to us as a result of this arrangement is
immaterial.

Director Independence

      Our board of directors currently consists of one member, Donald R.
McKelvey who is also the Company's sole officer. Mr. McKelvey is not an
independent director. We have determined his independence using the definition
of independence set forth in NASD Rule 4200.

Item 13. Exhibits.

                                                                 Incorporated by
                                                                 Reference to

3.1     Certificate of Incorporation                             Exhibit 3.1 (1)
3.2     By-Laws                                                  Exhibit 3.2 (1)
31.1    Certification of Chief Executive Officer pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002
        (Rules 13a-14 and 15d-14 of the Exchange Act)                   *
31.2    Certification of Principal Financial Officer pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002
        (Rules 13a-14 and 15d-14 of the Exchange Act)                   *
32.1    Certification pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)                     *

----------
*     Filed herewith.

(1)   Filed as an exhibit to the Company's Registration Statement on Form 10-SB
      filed on February 21, 2007, and incorporated by reference herein.

Item 14. Principal Accountant Fees and Services.

      The following is a summary of the fees billed to us by the principal
accountants to the Company for professional services rendered for fiscal 2007
(January 11, 2007 (inception) through December 31, 2007):

        Fee Category                        2007 Fees

        Audit Fees                          $8,500
        Audit Related Fees                  $0
        Tax Fees                            $0
        All Other Fees                      $0

        Total Fees                          $8,500

      Audit Fees. Consists of fees billed for professional services rendered for
the audit of our financial statements and review of interim consolidated
financial statements included in quarterly reports and services that are
normally provided by the principal accountants in connection with statutory and
regulatory filings or engagements.

      Audit Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under "Audit
Fees".


                                       15
<PAGE>

      Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include preparation of
federal and state income tax returns.

      All Other Fees. Consists of fees for product and services other than the
services reported above.

      Pre-Approval Policies and Procedures

      Prior to engaging its accountants to perform a particular service, the
Company's Board of Directors obtains an estimate for the service to be
performed. All of the services described above were approved by the Board of
Directors in accordance with its procedures.


                                       16
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                            SKYVIEW HOLDINGS CORP.


                                            By: /s/ Donald R. McKelvey
                                                ----------------------
                                                Donald R. McKelvey, President

                                            Dated: March 28, 2008

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, and in the capacities and on the dates indicated:

Signature                       Title                                Date


/s/ Donald R. McKelvey          President, Secretary,                03/28/2008
----------------------          Treasurer and Director               ----------
Donald R. McKelvey              (Principal Executive Officer
                                and Principal Accounting
                                and Financial Officer)


                                       17
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
             JANUARY 11, 2007 (INCEPTION) THROUGH DECEMBER 31, 2007

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page

Report of
Independent Registered Public Accounting Firm                            F-2

Balance Sheet                                                            F-3

Statement of Operations                                                  F-4

Statement of Shareholders' Deficiency                                    F-5

Statement of Cash Flows                                                  F-6

Notes to Financial Statements                                         F-7 - F-9


                                       F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Skyview Holdings Corp.

We have audited the accompanying balance sheet of Skyview Holdings Corp. as of
December 31, 2007 and the related statements of operations, shareholders'
deficiency and cash flows for the period January 11, 2007 (inception) through
December 31, 2007. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based our audit.

We conducted our audit in accordance with the standards of the Pubic Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amount and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of Printing Components Inc. for
the period January 11, 2007 (inception) through December 31, 2007, and the
results of their operations and their cash flows for the period ended December
31, 2007, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has a net operating loss for the period and a
shareholders' deficiency. This raises substantial doubt about its ability to
continue as a going concern. Management's plans in regards to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from outcome of this uncertainty.


/s/ Kempisty & Company

Kempisty & Company
Certified Public Accountants, P.C.
New York, New York
February 19, 2008


                                       F-2
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                                DECEMBER 31, 2007
================================================================================

                                     ASSETS
                                                               December 31, 2007

Current Assets:

Cash and Equivalents                                                   $    240
                                                                       --------

       Total Assets                                                    $    240
                                                                       ========

                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:

Due to officer/shareholder                                             $  6,754
Accrued expenses                                                          8,500
                                                                       --------

      Total Liabilities                                                  15,254
                                                                       ========

Shareholders' Equity (Deficiency):

Preferred Stock, $0.00001 par value,
  2,500,000 shares authorized
  None issued and outstanding                                                --

Common Stock, $0.00001 par value,
  100,000,000 shares authorized
  5,000,000 issued and outstanding                                           50

Deficit Accumulated during the Development Stage                        (15,064)
                                                                       --------

      Total Shareholders' Equity (Deficiency)                           (15,014)
                                                                       --------

      Total Liabilities and Shareholders' Equity (Deficiency)          $    240
                                                                       ========


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-3
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF OPERATIONS
   FOR THE PERIOD ENDED JANUARY 11, 2007 (INCEPTION) THROUGH DECEMBER 31, 2007
================================================================================

                                                                    Jan 11, 2007
                                                                     (Inception)
                                                                              To
                                                               December 31, 2007

REVENUE:                                                            $       --

EXPENSES:

Professional fees                                                        13,500
Organization Expense                                                        339
Outside Services                                                          1,225
                                                                    -----------

Net Loss                                                            $   (15,064)
                                                                    ===========

Basic and diluted net loss per share                                $      --
                                                                    ===========

Weighted average shares used in calculating
Basic and diluted net loss per share                                  5,000,000
                                                                    ===========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-4
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF SHAREHOLDERS' DEFICIENCY
      FOR THE PERIOD JANUARY 11, 2007 (INCEPTION) THROUGH DECEMBER 31, 2007
================================================================================

<TABLE>
<CAPTION>
                                           Number
                                           Shares        Stock           Deficit        Total

<S>                                       <C>          <C>             <C>            <C>
Balance at January 11, 2007 (Inception)          --    $      --       $      --      $      --

Shares Issued for cash                    5,000,000           50              --             50

Net Loss for the period                          --           --         (15,064)       (15,064)
                                          ---------    ---------       ---------      ---------

Balance at December 31, 2007              5,000,000    $      50       $ (15,064)     $ (15,014)
                                          =========    =========       =========      =========
</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-5
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
           FROM JANUARY 11, 2007 (INCEPTION) THROUGH DECEMBER 31, 2007
================================================================================

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net loss                                                           $(15,064)
    Increase in accrued expenses                                          8,500
                                                                       --------
        Net cash used in operations                                      (6,564)

Cash Flows from Financing Activities:
        Officer /shareholder loans                                        6,754
        Proceeds from issuance of common stock                               50
                                                                       --------
Net increase in cash                                                      6,804
Cash-Beginning of period                                                     --
                                                                       --------
Cash-End of period                                                     $    240
                                                                       ========
Supplemental Disclosure of Cash Flow Information:
        Taxes paid                                                     $     --
                                                                       ========
        Interest paid                                                  $     --
                                                                       ========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-6
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
================================================================================

NOTE 1 - ACCOUNTING POLICIES AND OPERATIONS

ORGANIZATION

Skyview Holding Corp. (the "Company"), a development stage company, was
incorporated in Delaware on January 11, 2007. At December 31, 2007, the Company
had not yet commenced any formal business operations and all activity to date
related to the Company formation, capital stock issuance, professional fees with
regard to a proposed Securities and Exchange Commission filing and
identification of businesses. The Company's fiscal year ends on December 31st.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

EARNINGS PER SHARE

The Company computes earnings per share in accordance with Statement of
Accounting Standards No. 128, "Earnings per Share ("SFAS No. 128"). Under the
provisions of SFAS No. 128, basic earnings per share is computed by dividing the
net income (loss) for the period by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing the net income (loss) for the period by the weighted average number of
common and potentially dilutive common shares outstanding during the period.
There were no potentially dilutive common shares outstanding during the period.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.


                                       F-7
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
================================================================================

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company considers that the carrying amount of financial instruments,
including accrued liabilities and due to officer/shareholder, approximates fair
value because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of recent accounting pronouncements to
have a material impact on its financial condition or results of operations.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
assets and the satisfaction of liabilities in the normal course of business. The
amounts of assets and liabilities in the financial statements do not purport to
represent realizable or settlement values. However, the Company has incurred an
operating loss. Such loss may impair its ability to obtain additional financing.

This factor raises substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. The Company has met its
historical working capital requirements from sale of common shares. Owners of
the shares, in order not to burden the Company, have agreed to provide funding
to the Company to pay its annual audit fees and filing costs as long as the
board of directors deems it necessary. However, there can be no assurance that
such financial support shall be ongoing or available on terms or conditions
acceptable to the Company.

NOTE 2 - SHAREHOLDERS' EQUITY

On January 11, 2007, the Company issued 5,000,000 shares of common stock, par
value $0.00001 per share, to its initial shareholders in exchange for $50 in
cash.

NOTE 3 - INCOME TAXES

The components of the Company's tax provision as of January 31, 2007 were as
follows:

               Current income tax expense        $      --
               Deferred income tax (benefit)            --
                                                 ---------
                                                 $      --
                                                 =========

Deferred income taxes reflect the net income tax effect of temporary differences
between the carrying amounts of the assets and liabilities for financial
reporting purposes and amounts used for income taxes. The Company's deferred
income tax assets and liabilities consist of the following:

               Net operating loss carryforward   $  2,600
                                                 --------
               Deferred tax asset                   2,600
               Valuation allowance                 (2,600)
                                                 --------
               Net Deferred tax asset            $     --
                                                 ========


                                      F-8
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
================================================================================

Net operating loss carryforward's totaled approximately $15,000 at December 31,
2007. The net operating loss carryforwards will begin to expire in the year 2027
if not utilized. After consideration of all the evidence, both positive and
negative, management has recorded a valuation allowance at December 31, 2007 due
to the uncertainty of realizing the deferred tax assets.

The reconciliation of the income tax computed at the U.S. Federal statutory rate
to income tax expense for the period December 31, 2007:

             Tax expense (benefit) at Federal rate (34%)   $(5,200)
             Federal bracket adjustment                      2,600
             State income tax, net of Federal benefit           --

             Change in valuation allowance                   2,600
                                                           -------

             Net income tax (benefit) allowance            $    --
                                                           =======

Utilization of the Company's net operating loss carryforwards are limited based
on changes in ownership as defined in Internal Revenue Code Section 382.

NOTE 4 - RELATED PARTY TRANSACTIONS

At December 31, 2007 a shareholder/officer has provided funding to pay for the
initial operating expenses of the Company.

NOTE 5 - DUE TO SHAREHOLDER

Amounts due to shareholder are non-interest bearing and have no definite terms
of repayment.


                                      F-9
<PAGE>

                             SKYVIEW HOLDINGS CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2007
================================================================================