SKY WAY AIRCRAFT INC - SB-2 - 20020712 - SECURITIES_DESCRIPTION
Description of Securities
Sky Way Aircraft is authorized to issue 40,000,000
common shares, $.001 par value per share and
10,000,000 preferred shares, $.001 par value per
share. As of the date hereof, there are
7,500,000 common shares outstanding and no
preferred shares outstanding.
Holders of common shares of Sky Way Aircraft are
entitled to cast one vote for each share held at
all shareholders meetings for all purposes. There
are no cumulative voting rights. Upon liquidation
or dissolution, each outstanding common share will
be entitled to share equally in the assets of Sky
Way Aircraft legally available for distribution to
shareholders after the payment of all debts and
other liabilities. Common shares are not
redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or
purchase additional common shares in the event of a
subsequent offering. All outstanding common shares
are, and the shares offered hereby will be when
issued, fully paid and non-assessable.
There are no limitations or restrictions upon the
rights of the board of directors to declare
dividends out of any funds legally available
therefore. Sky Way Aircraft has not paid dividends
to date and it is not anticipated that any
dividends will be paid in the foreseeable future.
The board of directors initially may follow a
policy of retaining earnings, if any, to finance
the future growth of Sky Way Aircraft.
Accordingly, future dividends, if any, will depend
upon, among other considerations, Sky Way
Aircraft's need for working capital and its
financial conditions at the time.
Preferred Stock. Sky Way Aircraft is authorized
to issue 10,000,000 shares of preferred stock, par
value of $.001.
Authorized stock may be issued from time to time
without action by the stockholders for such
consideration as may be fixed from time to time by
the Board of Directors, and shares so issued, the
consideration for which have been paid or
delivered, shall be deemed fully paid stock and the
holder of such shares shall not be liable for any
further payment thereon.
The capital stock of Sky Way Aircraft, after the
amount of the subscription price or par value has
been paid in full shall be non-assessible.
There are not anti-takeover provisions that may
have the affect of delaying or preventing a change
in control.
Transfer Agent. State Agent and Transfer
Syndicate, Inc. located in Carson City, Nevada acts
as the transfer agent for Sky Way Aircraft.
Legal Matters
All legal matters with respect to the issuance of
the securities offered hereby will be passed upon
by the law firm of Jody M. Walker, Littleton,
Colorado.
There is no litigation pending or, to our
knowledge, threatened to which the property of Sky
Way Aircraft is subject or to which Sky Way
Aircraft may be a party. No such proceedings are
known to be contemplated by governmental
authorities or any other parties.
Reports
Pursuant to the Rules and Regulations of the
Securities and Exchange Commission, we will provide
our Investors with Annual Reports containing
audited financial statements, together with
Quarterly Reports containing unaudited financial
statements and Interim Reports containing
information regarding relevant information about
the operations of Sky Way Aircraft.
Financial Statements
Independent Auditors' Report
Balance Sheet, April 30, 2002
Statement of Operations, from inception on April
24, 2002 through April 30, 2002
Statement of Stockholders' Equity, from inception
on April 24, 2002 through April 30, 2002
Statement of Cash Flows, from inception on April
24, 2002 through April 30, 2002
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
Board of Directors
SKY WAY AIRCRAFT INC.
Tampa, Florida
We have audited the accompanying balance sheet of
Sky Way Aircraft Inc. [a development stage company]
at April 30, 2002 and the related statements of
operations, stockholders' equity and cash flows for
the period from inception on April 24, 2002 through
April 30, 2002. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards in the United States of
America. 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
amounts and disclosures in the 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 audited by
us present fairly, in all material respects, the
financial position of Sky Way Aircraft Inc. [a
development stage company] as of April 30, 2002 and
the results of its operations and its cash flows
for the period from inception on April 24, 2002
through April 30, 2002, in conformity with
generally accepted accounting principles in the
United States of America.
The accompanying financial statements have been
prepared assuming the Company will continue as a
going concern. As discussed in Note 5 to the
financial statements, the Company was only recently
formed, has incurred losses since its inception and
has no on-going operations. These factors raise
substantial doubt about the ability of the Company
to continue as a going concern. Management's plans
in regards to these matters are also described in
Note 5. The financial statements do not include
any adjustments that might result from the outcome
of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
May 8, 2002
Salt Lake City, Utah
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
April 30,
2002
---------
CURRENT ASSETS:
Cash $ -
----------
Total Current Assets -
OTHER ASSETS:
Deferred stock offering costs 2,100
----------
$ 2,100
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ -
---------
Total Current Liabilities -
---------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
40,000,000 shares authorized,
7,500,000 shares issued and
outstanding 7,500
Capital in excess of par value -
Deficit accumulated during the
development stage (5,400)
--------
Total Stockholders' Equity 2,100
--------
$ 2,100
========
The accompanying notes are an integral
part of this financial statement.
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
STATEMENT OF OPERATIONS
From Inception
on April 24,
2002 Through
April 30,
2002
---------------
REVENUE $ -
EXPENSES:
General and administrative 5,400
---------------
LOSS BEFORE INCOME TAXES (5,400)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
---------------
NET LOSS $ (5,400)
---------------
LOSS PER COMMON SHARE $ (.00)
---------------
The accompanying notes are an integral
part of this financial statement.
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON APRIL 24, 2002
THROUGH APRIL 30, 2002
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
--------------- ------------ Excess of Development
Shares Amount Shares Amount Par Value Stage
------ ------ ------ ------ ---------- ----------
BALANCE, April 24, 2002 - $ - - $ - $ - $ -
Issuance of 7,500,000
shares of common stock
for payment of organization
costs of $1,870 and services
rendered valued at $5,630, or
$.001 per share, April 2002 - - 7,500,000 7,500 - -
Net loss for the period
ended April 30, 2002 - - - - - (5,400)
------ ------ -------- -------- ------ --------
BALANCE, April 30, 2002 - $ - 7,500,000 $ 7,500 $ - $ (5,400)
------ ------ ========= ======== ====== ========
The accompanying notes are an integral
part of this financial statement.
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
STATEMENT OF CASH FLOWS
From Inception
on April 24,
2002 Through
April 30,
2002
--------------
Cash Flows From Operating Activities:
Net loss $ (5,400)
Adjustments to reconcile net loss to
net cash provided (used) by operating
activities:
Non-cash services rendered for stock 5,400
Changes in assets and liabilities -
-------------
Net Cash Provided (Used) by Operating Activities -
-------------
Cash Flows From Investing Activities -
-------------
Net Cash Provided (Used) by Investing Activities -
-------------
Cash Flows From Financing Activities -
-------------
Net Cash Provided (Used) by Financing Activities -
-------------
Net Increase (Decrease) in Cash -
Cash at Beginning of Period -
-------------
Cash at End of Period $ -
-------------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental Schedule of Noncash Investing and
Financing Activities:
For the period from inception on April 24, 2002
through April 30, 2002:
In connection with its organization, the
Company issued 7,500,000 shares of common
stock for organizational costs of $1,870
and services rendered valued at $5,630,
or $.001 per share.
The accompanying notes are an integral
part of this financial statement.
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Sky Way Aircraft Inc. ("the
Company") was organized under the laws of the State
of Nevada on April 24, 2002. The Company plans to
provide security services for the airlines
industry. The Company has not yet generated any
revenues from its planned principal operations and
is considered a development stage company as
defined in Statement of Financial Accounting
Standards No. 7. The Company has, at the present
time, not paid any dividends and any dividends that
may be paid in the future will depend upon the
financial requirements of the Company and other
relevant factors.
Stock Offering Costs - Costs related to proposed
stock offerings are deferred and will be offset
against the proceeds of the offering in capital in
excess of par value. In the event a stock offering
is unsuccessful, the costs related to the offering
will be written-off directly to expense.
Organization Costs - Organization costs, which
reflect amounts expended to organize the Company,
were expensed as incurred.
Loss Per Share - The computation of loss per share
is based on the weighted average number of shares
outstanding during the period presented in
accordance with Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" [See Note
6].
Cash and Cash Equivalents - For purposes of the
statement of cash flows, the Company considers all
highly liquid debt investments purchased with a
maturity of three months or less to be cash
equivalents.
Accounting Estimates - The preparation of financial
statements in conformity with generally accepted
accounting principles in the United States of
America requires management to make estimates and
assumptions that affect the reported amounts of
assets and liabilities, the disclosures of
contingent assets and liabilities at the date of
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[Continued]
the financial statements, and the reported amount
of revenues and expenses during the reported
period. Actual results could differ from those
estimated.
Recently Enacted Accounting Standards - Statement
of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations", SFAS No. 142, "Goodwill
and Other Intangible Assets", SFAS No. 143,
"Accounting for Asset Retirement Obligations", and
SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", were recently
issued. SFAS No. 141, 142, 143 and 144 have no
current applicability to the Company or their
effect on the financial statements would not have
been significant.
NOTE 2 - CAPITAL STOCK
Preferred stock - The Company has authorized
10,000,000 shares of preferred stock, $.001 par
value, with such rights, preferences and
designations and to be issued in such series as
determined by the Board of Directors. No shares
were issued and outstanding at April 30, 2002.
Common Stock - The Company has authorized
40,000,000 shares of common stock with a par value
of $.001. During April 2002, in connection with
its organization, the Company issued 7,500,000
shares of its previously authorized but unissued
common stock for payment of organization costs of
$1,870 and non-cash services rendered valued at
$5,630 (or $.001 per share).
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance
with Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes". SFAS No.
109 requires the Company to provide a net deferred
tax asset/liability equal to the expected future
tax benefit/expense of temporary reporting
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES [Continued]
differences between book and tax accounting methods
and any available operating loss or tax credit
carryforwards.
The Company has available at April 30, 2002 unused
operating loss carryforwards of approximately
$5,400 which may be applied against future taxable
income and which expire in 2022. The amount of and
ultimate realization of the benefits from the
operating loss carryforwards for income tax
purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and
other future events, the effects of which cannot be
determined. Because of the uncertainty surrounding
the realization of the loss carryforwards, the
Company has established a valuation allowance equal
to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net
deferred tax assets are approximately $800 as of
April 30, 2002 with an offsetting valuation
allowance of the same amount, resulting in a change
in the valuation allowance of approximately $800
during the period from inception on April 24, 2002
through April 30, 2002.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - During April 2002, the
Company issued 5,400,000 shares of common stock to
officers/shareholders of the Company or entities
related to them for payment of organization costs
of $1,870 and non-cash services rendered valued at
$3,530. The Company has not paid any cash
compensation to any officer or director of the
Company.
Office Space - The Company has not had a need to
rent office space. An officer of the Company is
allowing the Company to use his address, as needed,
at no expense to the Company.
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - GOING CONCERN
The accompanying financial statements have been
prepared in conformity with generally accepted
accounting principles in the United States of
America, which contemplate continuation of the
Company as a going concern. However, the Company
was only recently formed, has incurred losses since
its inception and has no on-going operations.
These factors raise substantial doubt about the
ability of the Company to continue as a going
concern. In this regard, management is proposing
to raise any necessary additional funds not
provided by operations through loans or through
additional sales of its common stock. There is no
assurance that the Company will be successful in
raising this additional capital or achieving
profitable operations. The financial statements do
not include any adjustments that might result from
the outcome of these uncertainties.
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in
computing loss per share:
From Inception
on April 24,
2002 Through
April 30,
2002
-------------
Loss from operations available to
common shareholders (numerator) $ (5,400)
---------
Weighted average number of common
shares outstanding used in loss per share
for the period (denominator) 7,500,000
---------
Dilutive loss per share was not presented, as the
Company had no common stock equivalent shares for
all periods presented that would affect the
computation of diluted loss per share.
SKY WAY AIRCRAFT INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - COMMITMENTS
Licensing Agreement - The Company entered into a
ten-year licensing agreement with Sky Way Global,
LLC, an entity under common control. The Company
is to pay a royalty fee of 5% of gross sales for
the exclusive right to use high-speed, broadband
wireless technology for the aircraft industry. The
royalty fee will be adjusted every six months, but
is limited to 30% of gross sales. The agreement is
renewable in five-year increments with mutual
consent.
NOTE 8 - SUBSEQUENT EVENTS
Loan - On May 1, 2002, Sky Way Global, LLC, an
entity under common control, advanced the Company
$1,000. The advance bears no interest.
Proposed Stock Offering - The Company is proposing
to make a public offering of 2,500,000 shares of
its previously authorized but unissued common
stock. This offering is proposed to be registered
with the Security and Exchange Commission on Form
SB-2. An offering price of $17.50 per share has
been arbitrarily determined by the Company. The
offering will be managed by Company management, who
will receive no sales commissions or other
compensation in connection with the offering,
except for reimbursement of expenses actually
incurred on behalf of the Company in connection
with the offering. Offering costs are estimated to
be approximately $63,000.
Part II
Information Not Required in Prospectus
Item 24. Indemnification of Directors and Officers
The Nevada Revised Statutes grants to Sky Way
Aircraft the power to indemnify the officers and
directors of Sky Way Aircraft, under certain
circumstances and under certain conditions and
limitations as stated therein, against all expenses
and liabilities incurred by or imposed upon them as
a result of suits brought against them as such
officers and directors if they act in good faith
and in a manner they reasonably believe to be in or
not opposed to the best interests of Sky Way
Aircraft and, with respect to any criminal action
or proceeding, have no reasonable cause to believe
their conduct was unlawful.
Our bylaws provide as follows:
Sky Way Aircraft shall indemnify any person who was
or is a party or is threatened to be made a party
to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an
action by or in the right of Sky Way Aircraft, by
reason of the fact that he is or was a director,
officer, employee, fiduciary or agent of Sky Way
Aircraft or is or was serving at the request of Sky
Way Aircraft as a director, officer, employee,
fiduciary or agent of another corporation,
partnership, joint venture, trust, or other
enterprise, against expenses (including attorney
fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding
if he acted in good faith and in a manner he
reasonably believed to be in the best interest of
Sky Way Aircraft, and with respect to any criminal
action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination
of any action, suit, or proceeding by judgment,
order, settlement, or conviction or upon a plea of
nolo contendere or its equivalent shall not of
itself create a presumption that the person did not
act in good faith and in a manner which he
reasonably believed to be in the best interest of
Sky Way Aircraft and, with respect to any criminal
action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Sky Way Aircraft shall indemnify any person who was
or is a party or is threatened to be made a party
to any threatened, pending, or completed action or
suit by or in the right of Sky Way Aircraft to
procure a judgment in its favor by reason of the
fact that he is or was a director, officer,
employee, or agent of Sky Way Aircraft or is or was
serving at the request of Sky Way Aircraft as a
director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or
other enterprise against expenses (including
attorney fees) actually and reasonably incurred by
him in connection with the defense or settlement of
such action or suit if he acted in good faith and
in a manner he reasonably believed to be in the
best interest of Sky Way Aircraft; but no
indemnification shall be made in respect of any
claim, issue, or matter as to which such person has
been adjudged to be liable for negligence or
misconduct in the performance of his duty to Sky
Way Aircraft unless and only to the extent that the
court in which such action or suit was brought
determines upon application that, despite the
adjudication of liability, but in view of all
circumstances of the case, such person is fairly
and reasonably entitled to indemnification for such
expenses which such court deems proper.
To the extent that a director, officer, employee,
fiduciary or agent of Sky Way Aircraft has been
successful on the merits in defense of any action,
suit, or proceeding referred to in the first two
paragraphs of this Article VII or in defense of any
claim, issue, or matter therein, he shall be
indemnified against expenses (including attorney
fees) actually and reasonably incurred by him in
connection therewith.
Any indemnification under the first two paragraphs
of this Article VII (unless ordered by a court)
shall be made by Sky Way Aircraft only as
authorized in the specific case upon a
determination that indemnification of the director,
officer, employee, fiduciary or agent is proper in
the circumstances because he has met the applicable
standard of conduct set forth in said first two
paragraphs. Such determination shall be made by
the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties
to such action, suit, or proceeding, or, if such
quorum is not obtainable or even if obtainable a
quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or
by the shareholders.
Expenses (including attorney fees) incurred in
defending a civil or criminal action, suit, or
proceeding may be paid by Sky Way Aircraft in
advance of the final disposition of such action,
suit, or proceeding as authorized in this Article
VII upon receipt of an undertaking by or on behalf
of the director, officer, employee, fiduciary or
agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by
Sky Way Aircraft as authorized in this Article VII.
The indemnification provided by this Article VII
shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under
the Articles of Incorporation, any bylaw,
agreement, vote of shareholders or disinterested
directors, or otherwise, and any procedure provided
for by any of the foregoing, both as to action in
his official capacity and as to action in another
capacity while holding such office, and shall
continue as to a person who has ceased to be a
director, officer, employee, fiduciary or agent and
shall inure to the benefit of heirs, executors, and
administrators of such a person.
A corporation may purchase and maintain insurance
on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of Sky Way
Aircraft or who is or was serving at the request of
Sky Way Aircraft as a director, officer, employee,
fiduciary or agent of another corporation,
partnership, joint venture, trust, or other
enterprise against any liability asserted against
him and incurred by him in any such capacity or
arising out of his status as such, whether or not
Sky Way Aircraft would have the power to indemnify
him against such liability under the provisions of
this Article VII.
Item 25. Other Expenses of Issuance and
Distribution
Expenses in connection with the issuance and
distribution of the common stock being registered
hereunder other than underwriting commissions and
expenses are estimated below.
Registration fee $ 15,107.75
Printing expenses 5,000.00
Accounting fees and expenses 5,000.00
Legal fees and expenses 22,500.00
State securities law fees
and expenses 5,000.00
Miscellaneous expenses 10,000.00
------------
Total $ 62,607.75
============
Item 26. Recent Sales of Unregistered Securities
During April 2002, Sky Way Aircraft issued
5,400,000 common shares to officers of Sky Way
Aircraft or entities related to them for payment of
organization costs of $1,870 and non-cash services
rendered valued at $3,530 or $.001 per common
share.
During April 2002, Sky Way Aircraft issued 825,000
to the following for consulting services rendered
valued at $.001 per common share.
ARJosselyn 750,000 common shares
Venture Group 75,000 common shares
The above issuances of common shares were made to
sophisticated individuals pursuant to an exemption
from registration under Sec. 4(2) of the Securities
Act of 1933.
Item 27. Exhibit Index.
(3) Articles of Incorporation dated
April 24, 2002
(3.1) Bylaws
(4) Specimen certificate for common
stock
(5) Consent and Opinion of Jody M.
Walker regarding legality of
securities registered under
this Registration Statement
and to the references to
such attorney in the
prospectus filed as part of
this Registration Statement
(10) License Agreement with Sky Way
Global
(23) Consent of Pritchett, Siler &
Hardy, P.C.
Item 28. Undertaking.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers
or sales are being made, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events which, individually or together, represent a
fundamental change in the information in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation form the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any additional or changed material
information on the plan of distribution.
(2) That, for the purpose of determining any
liability under the Securities Act, we shall treat
each such post-effective amendment as a new
registration statement of the securities offered,
and the offering of the securities at that time
shall be deemed to be the initial bona fide
offering.
(3) To file a post-effective amendment to remove
from registration any of the securities that remain
unsold at the end of the offering.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer
has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable.
Signatures
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant has duly
caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly
authorized in Tampa Florida, as of the 28th of
June, 2002.
Sky Way Aircraft, Inc.
By /s/Brent C. Kovar
------------------------
President and Director
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement
has been signed below by the following persons in
the capacities and on the dates indicated and each
of the undersigned persons, in any capacity, hereby
severally constitutes a majority of the Board of
Directors.
Signature Title Date
--------- ------ -----
/s/James S. Kent CEO/Director 6/28/02
----------------------
James S. Kent
/s/ James Dublikar CFO/ Director 6/28/02
James Dublikar
/s/Brent C. Kovar President/Director 6/28/02
----------------------
Brent C. Kovar
/s/Joy Carson Kovar Director 6/28/02
----------------------
Joy Carson Kovar
ARTICLES OF INCORPORATION
OF
SKY WAY AIRCRAFT, INC.
The undersigned proposes to form a corporation
under the laws of the State of Nevada, relating to
private corporations, and to that end hereby adopts
articles of incorporation as follows:
ARTICLE ONE
NAME
The name of the corporation is SKY WAY AIRCRAFT,
INC.
ARTICLE TWO
LOCATION
The registered office of this corporation is at 202
North Curry Street, Suite 100, City of Carson City,
State of Nevada, 89703-4121. The resident agent
is State Agent and Transfer Syndicate, Inc.
ARTICLE THREE
PURPOSES
The corporation is authorized to carry on any
lawful business or enterprise.
ARTICLE FOUR
CAPITAL STOCK
The amount of the total authorized capital of this
corporation is $50,000 as 10,000,000 shares of
preferred stock and 40,000,000 shares of common
stock each with a par value of one mill ($.001).
Such shares are non-assessable.
ARTICLE FIVE
DIRECTORS
The initial governing board of this corporation
shall be styled directors and shall have one
member. The name and address of the member of the
first board of directors is:
Capt. Glenn Kovar
202 North Curry Street, Suite 100
Carson City NV 89703-4121
ARTICLE SIX
ELIMINATING PERSONAL LIABILITY
Officers and directors shall have no personal
liability to the corporation or its stockholders
for damages for breach of fiduciary duty as an
officer or director. This provision does not
eliminate or limit the liability of an officer or
director for acts or omissions which involve
intentional misconduct, fraud or a knowing
violation of law or the payment of distributions in
violation of NRS 78.300.
ARTICLE SEVEN
INCORPORATORS
The name and address of the incorporator is: State
Agent and Transfer Syndicate, Inc., 202 North Curry
Street, Suite 100, City of Carson City, Nevada
89703-4121.
ARTICLE EIGHT
PERIOD OF EXISTENCE
The period of existence of this corporation shall
be perpetual.
ARTICLE NINE
AMENDMENT OF ARTICLES OF INCORPORATION
The articles of incorporation of the corporation
may be amended from time to time by a majority vote
of all shareholders voting by written ballot in
person or by proxy held at any general or special
meeting of shareholders upon lawful notice.
ARTICLE TEN
VOTING OF SHARES
In any election participated in by the
shareholders, each shareholder shall have one vote
for each share of stock he owns, either in person
or by proxy as provided by law. Cumulative voting
shall not prevail in any election by the
shareholders of this corporation.
IN WITNESS WHEREOF the undersigned, STATE AGENT AND
TRANSFER SYNDICATE, INC., for the purpose of
forming a corporation under the laws of the State
of Nevada, does make, file and record these
articles, and certifies that the facts herein
stated are true; and I have accordingly set my hand
this day, April 24, 2002.
INCORPORATOR:
/s/Cher Falk
---------------------------------------
Cher Falk for
State Agent and Transfer Syndicate, Inc.
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
State Agent and Transfer Syndicate, Incorporated
hereby certifies that on April 24, 2002, we
accepted appointment as Resident Agent for the
above named corporation in accordance with Sec.
78.090, NRS 1957.
IN WITNESS WHEREOF, I have hereunto set my hand
this April 24, 2002
/s/Cher Falk
--------------------------------------------
Cher Falk for
State Agent and Transfer Syndicate.
Sky Way Aircraft, Inc.
A Nevada Corporation
B Y L A W S
ARTICLE 1 - OFFICES
1.1 Registered Or Statutory Office, And Resident
Agent. The Resident Agent for the corporation
shall be State Agent and Transfer Syndicate, Inc.,
a Nevada corporation. The registered or statutory
office of the corporation in the State of Nevada is
located Carson City, Nevada. The Directors may
change the registered or statutory office of the
corporation and the resident agent of the
corporation from time to time as they, in their
sole discretion, may deem proper.
1.2 Other Places Of Business. Branch or
subordinate offices or places of business may be
established at any time by the Board of Directors
at any place or places where the corporation is
qualified to do business.
ARTICLE 2 - SHAREHOLDERS
2.1 Annual Meeting. The annual meeting of
shareholders shall be held upon not less than ten,
nor more than fifty, days written notice of the
time, place and purposes of the meeting. The
meeting shall be held no less than fifteen (15)
days before or more than fifteen (15) after the
anniversary date of incorporation of each year, at
the principal office of the corporation or at such
other time and place as shall be specified in the
notice of meeting, in order to elect directors and
transact such other business as shall come before
the meeting, including the election of any officers
as required by law. If that date is a legal
holiday, the meeting shall be held at the same hour
on the next succeeding business day.
2.2 Special Meetings. A special meeting of
shareholders may be called for any purpose by the
President or the Board of Directors, or as
permitted by law. A special meeting shall be held
upon not less than ten, nor more than fifty, days
written notice of the time, place and purposes of
the meeting.
2.3 Action Without Meeting. The shareholders may
act without a meeting if, prior or subsequent to
such action, each shareholder who would have been
entitled to vote upon such action shall consent in
writing to such action. Such written consent or
consents shall be filed in the minute book.
2.4 Quorum. The presence at a meeting in person
or by proxy of the holders of shares entitled to
cast a majority (more than 50%) of all shares
issued and outstanding shall constitute a quorum.
2.5 Record Date. The record date for all
meetings of shareholders shall be as fixed by the
Board of Directors or as provided by Statute.
ARTICLE 3 - BOARD OF DIRECTORS
3.1 Number and Term of Office. The Board of
Directors shall consist of one or more in number.
Each director shall be elected by the shareholders
at each annual meeting and shall hold office until
the next annual meeting of shareholders and until
that director's successor shall have been elected
and qualified.
3.2 Regular Meetings. A regular meeting of the
Board shall be held without notice immediately
following and at the same place as the annual
shareholders' meeting for the purposes of electing
officers and conducting such other business as may
come before the meeting. The Board, by resolution,
may provide for additional regular meetings which
may be held without notice, except to members not
present at the time of the adoption of the
resolution.
3.3 Special Meetings. A special meeting of the
Board may be called at any time by the President or
by the Directors for any purpose. Such meeting
shall be held upon not less than five (5) days
notice if given orally (either by telephone or in
person), or by telegraph, or upon not less than ten
(10) days notice if given by depositing the notice
in the United States Mail, postage prepaid. Such
notice shall specify the time, place and purposes
of the meeting.
3.4 Action Without Meeting. The Board may act
without a meeting if, prior to such action, each
member of the Board shall consent in writing
thereto. Such consent or consents shall be filed
in the minute book.
3.5 Quorum. A majority of the entire Board shall
constitute a quorum for the transaction of
business.
3.6 Vacancies in Board of Directors. Vacancies
in the Board, whether caused by removal, death,
mental or physical incapacitation or any other
reason, including vacancies caused by an increase
in the number of directors, may be filled by the
affirmative vote of a majority of the remaining
Directors, even though less than a quorum of the
Board, or by a sole remaining director.
ARTICLE 4 - WAIVERS OF NOTICE
Any Notice required by these Bylaws, the
Articles of Incorporation or the law of the State
of Nevada may be waived in writing by any person
entitled to notice. The waiver or waivers may be
executed either before, at or after the event with
respect to which notice is waived. Each Director
or shareholder attending a meeting without
protesting the lack of proper notice, prior to the
conclusion of the meeting, shall be deemed
conclusively to have waived such notice.
ARTICLE 5 - OFFICERS
5.1 Election. At its regular meeting following
the annual meeting of shareholders, the Board shall
elect a President, a Treasurer, a Secretary and
such other officers as shall be elected by the
shareholders. It may elect such other officers,
including one or more Vice Presidents, as it shall
deem necessary. One person may hold three or more
offices, and one person may hold the offices of
President, Secretary and Treasurer at the same
time.
5.2 Duties and Authority of President. The
President shall be chief executive officer of the
Corporation. Subject only to the authority of the
Board, he shall have general charge and supervision
over, and responsibility for, the business and
affairs of the corporation. Unless otherwise
directed by the Board, all other officers shall be
subject to the authority and supervision of the
President. The President may enter into and
execute in the name of the corporation, contracts
or other instruments in the regular course of
business or contracts or other instruments not in
the regular course of business which are
authorized, either generally or specifically, by
the Board. He shall have
the general powers and duties of management usually
vested in the office of President of a corporation.
5.3 Duties and Authority of Vice-President. The
Vice President shall perform such duties and have
such authority as from time to time may be
delegated to him by the President or by the Board.
In the event of the absence, death, inability or
refusal to act by the President, the Vice President
shall perform the duties and be vested with the
authority of the President.
5.4 Duties and Authority of Treasurer. The
Treasurer shall have the custody of the funds and
securities of the Corporation and shall keep or
cause to be kept regular books of account for the
corporation. The Treasurer shall perform such
other duties and possess such other powers as are
incident to that office or as shall be assigned by
the President or the Board.
5.5 Duties and Authority of Secretary. The
Secretary shall cause notices of all meetings to be
served as prescribed in these Bylaws and shall
keep, or cause to be kept, the minutes of all
meetings of the shareholders and the Board. The
Secretary shall perform such other duties and
possess such other powers as are incident to that
office or as are assigned by the President or the
Board.
5.6 Removal of Officers. The Board may remove
any officer or agent of the corporation if such
action, in the judgment of the Board, is in the
best interest of the corporation. Appointment or
election to a corporate office shall not, of
itself, establish or create contract rights.
5.7 Vacancies in Offices. The Board, in its
absolute discretion, may fill all vacancies in
offices, regardless of the cause of such vacancies,
for the remainder of the terms of the offices.
ARTICLE 6 - AMENDMENTS TO AND EFFECT OF BYLAWS
FISCAL YEAR; ISSUANCE OF STOCK
6.1 Force and Effect of Bylaws. These Bylaws are
subject to the provisions of the law of the State
of Nevada and the Corporation's Articles of
Incorporation, as it may be amended from time to
time. If any provision in these Bylaws is
inconsistent with a provision in the laws of the
State of Nevada or the Articles of Incorporation,
the laws of the State of Nevada shall govern.
6.2 Incorporator. Wherever in these Bylaws
references are made to more than one Incorporator,
director or shareholder, they shall, if this is a
sole Incorporator, director, shareholder
corporation, be construed to mean the solitary
person; and all provisions dealing with the quantum
of majorities or quorums shall be deemed to mean
the action by the one person constituting the
corporation.
6.3 Amendments to Bylaws. These Bylaws may be
altered, amended or repealed by the shareholders or
the Board. Any Bylaw adopted, amended or repealed
by the shareholders may be amended or repealed by
the Board, unless the resolution of the
shareholders adopting such Bylaw expressly reserves
to the shareholders the right to amend or repeal
it.
6.4 Fiscal Year. The fiscal year of the
corporation shall begin on the first day of January
of each year.
DATED April 24, 2002
Joy Carson Kovar
Secretary
Certificate of Secretary
THIS IS TO CERTIFY that I am the duly elected and
qualified Secretary of Sky Way Aircraft, Inc. for
the meeting held on this date. The foregoing
Bylaws, constituting a true original copy were duly
adopted as the Bylaws of said corporation on this
date by the Directors of said corporation. Said
Bylaws have not been modified or rescinded and at
the date of this Certificate are in full force and
effect.
In Witness Whereof, I have hereunto set my hand on
this day April 24, 2002
Jody M. Walker
Attorney-At-Law
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902
July 12, 2002
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL
TO USE OF NAME IN THE REGISTRATION STATEMENT ON
FORM SB-2 OF SKY WAY AIRCRAFT, INC. AND ANY
AMENDMENTS.
I am securities counsel for the above mentioned
Company and I have prepared the registration
statement on Form SB-2 and any amendments. I
hereby consent to the inclusion and reference of my
name and to a discussion of the opinion in the
prospectus and the reproduction of the opinion in
an exhibit in the Registration Statement on Form
SB-2 and any amendments for The Prison Connection,
Inc.
It is my opinion that the 2,500,000 common shares
being registered and the 953,199 being registered
on behalf of the selling shareholders pursuant to
Form SB-2 Registration Statement of Sky Way
Aircraft, Inc. have been legally issued and will
be, when sold, legally issued, fully paid and non-
assessable.
Yours very truly,
/s/Jody M. Walker
-----------------------------
Jody M. Walker
Sky Way
Global
March 24, 2002
AGREEMENT
By this letter the Board of Directors, of Sky Way Global, LLC.,
a Nevada Corporation, do hereby authorize, to Sky Way
Aircraft Inc., a Nevada Corporation located at Island Center
2701 North Rocky Point Dr. Suite 1150, Tampa FL 33607, an
exclusive license to use Sky Way's high speed, broadband
wireless technology worldwide for the private and commercial
aircraft industry. This license is good for a period of ten (10)
years from above date. It is renewable for five (5) year periods
upon agreement by both parties. In return for this exclusive
use of technology a five (5%) percent of gross sales Royalty
Fee will be paid to Sky Way Global beginning June 1, 2002.
The Royalty Fee is to be adjusted every six (6) months and not
to exceed thirty (30) percent.
The technology will be installed, tested, monitored and
maintained under mutual agreements and contracts between
Sky Way Aircraft and Sky Way Global. The technical,
operational and monitoring facilities are presently at the Sky
Way Global Operations Center, 6700 Citicorp Drive, Tampa,
Florida 33619, and will be contracted to Sky Way Aircraft.
Executive offices will be available on a sublease basis to Sky
Way Aircraft. Sky Way Global will supply national antenna
network for aircraft monitoring and terrorist protection.
/s/Glenn A. Kovar
---------------------------------------------------
Glenn A. Kovar, CEO
/s/Brent C. Kovar
----------------------------------------------------
Brent C. Kovar, Executive Vice President
/s/Joy C. Kovar
---------------------------------------------------
Joy C. Kovar, Corporate Secretary
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use in the Prospectus
constituting part of this Registration Statement on
Form SB-2 for Sky Way Aircraft Inc., of our report
dated May 8, 2002, relating to the April 30, 2002
financial statements of Sky Way Aircraft Inc.,
which appears in such Prospectus. We also consent
to the reference to us under the heading "Experts".
/s/PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
July 8, 2002
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