UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2010~~2011

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-52480

SKYVIEW HOLDINGS CORP.

(Exact name of Registrant as Specified in its Charter)


Delaware	35-2287663
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12913 42^nd Terrace West, Cortez, FL	34215-2558
(Address of principal executive offices)l	(Zip Code)

(941) 794-0394

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 £ T No T£

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer	£	Smaller reporting company	T

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes T No £

State the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date. Class: Common Stock, $0.00001 par value per share. Outstanding as of ~~April~~May 1113, 2011: 3,000,000.

SKYVIEW HOLDINGS CORP.

~~Table~~Page PART I – FINANCIAL INFORMATION 4 ITEM 1 - FINANCIAL STATEMENTS: Condensed Balance Sheets as of ~~Contents~~March 31, 2011(Unaudited) and December 31, 2010 5 Condensed Statements of Operations for the three month periods ended March 31, 2011 and 2010 and Cumulative from January 11, 2007 (Inception) to March 31, 2011 (Unaudited) 6 Condensed Statements of Cash Flows for the three month periods ended March 31, 2011 and 2010 and Cumulative for the period January 11, 2007 (Inception) to March 31, 2011 (Unaudited) 7 8 Notes to Financial Statements (Unaudited) ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13 ITEM 4T. CONTROLS AND PROCEDURES 13 PART II -- OTHER INFORMATION 13 ITEM 1. LEGAL PROCEEDINGS 13 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13 ITEM 3…DEFAULTS UPON SENIOR SECURITIES 13 ITEM 4. [REMOVED AND RESERVED] 13 ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS 13

	Page
PART I – FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS:	4
Condensed Balance Sheets as of September 30, 2010 (Unaudited) and December 31, 2009	5
Condensed Statements of Operations for the three month and nine month periods ended September 30, 2010 and 2009 and Cumulative from January 11, 2007 (Inception) to September 30, 2010 (Unaudited)	6
Condensed Statements of Cash Flows for the nine month periods ended September 30, 2010 and 2009 and Cumulative for the period January 11, 2007 (Inception) to September 30, 2010 (Unaudited)	7
Notes to Financial Statements (Unaudited)	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4T. CONTROLS AND PROCEDURES	14
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	14
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 3…DEFAULTS UPON SENIOR SECURITIES	14
ITEM 4. [REMOVED AND RESERVED]	14
ITEM 5. OTHER INFORMATION	14
ITEM 6. EXHIBITS	14

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Skyview Holdings Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I

FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS.

The financial statements of the Company, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Company’s Form 10-K for the year ended December 31, ~~2009~~2010.

Skyview Holdings Corp.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

			September 30, 2010	December 31,
			March 31,	December 31,
			(UNAUDITED)	2009
			2011	2010
ASSETS			(UNAUDITED)
Current Assets
	Cash and cash equivalents		$ ~~350~~-	$ ~~350~~-
Total Assets			$ ~~350~~-	$ ~~350~~-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Accrued expenses		$ ~~8,650~~-	~~8,650~~-
	Shareholder's loan		1333,~~322~~201	~~13,322~~-
		Total Current Liabilities	2133,~~972~~201	~~21,972~~-
Total Liabilities			2133,~~972~~201	~~21,972~~-
Stockholders' Deficit
	Capital stock:
	Preferred stock, $0.00001 par value, 2,500,000 shares authorized; none issued and outstanding		--	--
	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	50
	Common Stock, $0.00001 par value, 100,000,000 shares authorized; 3,000,000 shares issued and outstanding at March 31, 2011 and at December 31, 2010, respectively		30	30
	Deficit accumulated during the development stage		(21,672)	(21,672)
	Additional paid in capital		20,470	20,470
Total Stockholders' Deficit			(21,622)	(21,622)
	Deficit accumulated during the development stage		(53,701)	(20,500)
Total Liabilities and Stockholders' Deficit			$ 350	$ 350
Total Stockholders' Deficit			(33,201)	-
The accompanying notes are an integral part of these financial statements.
Total Liabilities and Stockholders' Deficit			$ -	$ -

The accompanying notes are an integral part of these financial statements

~~Skyview~~SKYVIEW ~~Holdings~~HOLDINGS ~~Corp~~CORP.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS - (UNAUDITED)

			For the Three Months Ended September 30, 2010		For the Three Months Ended September 30, 2009		For the Nine Months Ended September 30, 2010	For the Nine Months Ended September 30, 2009	Cumulative From January 11, 2007 (Inception) to September 30, 2010
		For The Three months ended March 31, 2011		For The Three months ended March 31, 2010		Cumulative from January 11, 2007 (Inception) to March 31, 2011
Revenues			$ --		$ --		$ --	$ --	$ --
Revenues:	$	--	$	--	$	--
Operating Expenses
Operating Expenses:
Professional fees	~~Professional fees~~	30,695	--	--	--	49,545	--	--	~~18,850~~
	Organization expense		--		--		--	--	339
Organizations expense		--		--		339
Outside services	~~Outside services~~	2,506	--	--	--	5,218	--	--	~~2,443~~
	Bank charges		--		--		--	20	40
Franchise taxes		--		--		228
	Total Operating Expenses		--		--		--	20	21,672
Bank charges		--		--		40
Net Loss			$ --		$ --		$ --	$ (20)	$ (21,672)
Total Operating Expenses		33,201		--		55,369
Net loss per share - basic and diluted			$ (0.00)		$ (0.00)		$ (0.00)	$ (0.00)
Other Income (Expense)
Weighted average number of common shares outstanding			5,000,000		5,000,000		5,000,000	5,000,000
Gain on forgiveness of debt		--		--		1,669
The accompanying notes are an integral part of these financial statements.
Net Loss	$	(33,201)	$	--	$	(53,701)
Net loss per share – basic and diluted	$	(0.01)	$	(0.00)
Weighted average number of common shares outstanding		3,000,000		5,000,000

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

Skyview Holdings Corp.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended September 30, 2010		For the Nine Months Ended September 30, 2009		Cumulative From January 11, 2007 (Inception) to September 30, 2010
		For the three months Ended March 31, 2011		For the three months ended March 31, 2010		Cumulative From January 11, 2007 (Inception) to March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Reconciliation of net loss to net cash used in operating activities:
Net loss	$ --	(33,201)	$ ~~(20)~~	--	$ ~~(21,672)~~	(53,701)
Changes in current assets and liabilities:
Increase (decrease) in accrued expenses	--		--		8,650
Increase in stockholder’s loan		33,201		--		33,201
Net cash used in operating activities	--	--	~~(20)~~	--	~~(13,022)~~	(20,500)
CASH FLOWS FROM INVESTING ACTIVITIES	--	--	--	--	--	--
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from shareholders as loan	--	--	--	--	~~13,322~~	--
Cash proceeds from sale of common stock	--	--	--	--	50	20,500
Net cash provided by financing activities	--	--	--	--	~~13,372~~	--
Net increase (decrease) in cash and cash equivalents	--	--	~~(20)~~	--	~~350~~	--
Cash and cash equivalents - beginning of the period	~~350~~	--	~~370~~	350	--	--
Cash and cash equivalents - end of the period	$ ~~350~~	--	$ ~~350~~	350	$ ~~350~~	--
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest	$ --	--	$ --	--	~~$ --~~	--
Income taxes	$ --	--	$ --	--	~~$ --~~	--
The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements

SKYVIEW HOLDINGS CORP.

(A Development Stage Company)

Notes to the Financial Statements

(Unaudited)

~~September~~March 3031, ~~2010~~2011

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Skyview Holding Corp. (the "Company"), a development stage company, was incorporated in Delaware on January 11, 2007. The Company had not yet commenced any formal business operations as of ~~September~~March 3031, ~~2010~~2011. All activities to date have been 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 31.

Basis of presentation

The accompanying interim condensed financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at ~~September~~March 3031, ~~2010~~2011, the results of operations and cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010. The balance sheet as of December 31, ~~2009~~2010 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2009~~2010, as filed with the Securities and Exchange Commission.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The financial statements of the Company conform to accounting principles generally accepted in the United States of America (~~USGAAP~~US GAAP). The Financial Accounting Standards Board (FASB) is the accepted standard setting body for establishing accounting and financial reporting principles.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. The Company has an accumulated deficit of $2153,~~672~~701 since the inception date of January 11, 2007, working capital deficiency of $2133,~~622~~201 as of ~~September~~March 3031, ~~2010~~2011 and recorded net loss of $033,201 for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing, and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The existing principal ~~shareholders~~shareholder, in order not to burden the Company, ~~have~~has agreed to provide funding to the Company to pay its ~~annual~~operating expenses as long as the board of directors deems it necessary. However, there can be no assurance that such

~~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 results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, ~~2010~~2011.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

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

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1- applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accrued expenses, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Earnings (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive

~~average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive~~ potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. There were no potentially dilutive common shares outstanding as of ~~September~~March 3031, ~~2010~~2011.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of ~~September~~March 3031, ~~2010~~2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Recent Accounting Pronouncements

In ~~June~~April ~~2009~~2010, the FASB issued ~~guidance~~ASU ~~now~~2010-13, ~~codified~~Compensation-Stock asCompensation ~~ASC~~(Topic ~~105,~~718): ~~Generally~~Effect ~~Accepted~~of ~~Accounting~~Denominating ~~Principles as~~ the ~~single~~Exercise ~~source~~Price of ~~authoritative~~a ~~accounting~~Share-Based ~~principles~~Payment ~~recognized~~Award byin the ~~FASB~~Currency toof bethe ~~applied~~Market ~~by nongovernmental entities~~ in Which the ~~preparation~~Underlying ofEquity ~~financial~~Security ~~statements~~Trades in- ~~conformity~~a ~~with~~consensus ~~U.S.~~of ~~GAAP,~~the ~~aside~~FASB ~~from~~Emerging ~~those~~Issues ~~issued~~Task byForce. ~~the~~The ~~SEC.~~amendments ~~ASC~~in ~~105~~this ~~does~~Update ~~not~~are ~~change~~effective ~~current~~for ~~U.S.~~fiscal ~~GAAP~~years, ~~but~~and isinterim ~~intended~~periods towithin ~~simplify~~those ~~user~~fiscal ~~access~~years, tobeginning ~~all~~on ~~authoritative~~or ~~U.S.~~after ~~GAAP~~December by15, ~~providing~~2010. ~~all~~Earlier ~~authoritative~~application ~~literature~~is ~~related~~permitted. toThe aCompany ~~particular~~does ~~topic~~not inexpect ~~one~~the ~~place.~~provisions ~~The adoption~~ of ~~ASC~~ASU ~~105~~2010-13 ~~did~~to ~~not~~ have a material ~~impact~~effect on the ~~Company’s~~ financial ~~statements~~position, ~~but~~results ~~did~~of ~~eliminate~~operations ~~all~~or ~~references~~cash toflows ~~pre-codification~~of ~~standards~~the Company.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, the Company is required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, the Company is required to use another valuation technique, such as an income approach or a market approach. These amended standards became effective for the Company beginning in the fourth quarter of fiscal year 2009 and did not have a significant impact on the Company’s financial statements.

In January 2010, the FASB issued ASU No. 2010-01- Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on the Company’s financial statements.

In January 2010, FASB issued Accounting Standards Update ASU 2010-06, “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. For the reconciliation of Level 3 fair value measurements, information about purchases, sales, issuances and settlements are presented separately. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of revised Level 3 disclosure requirements which are effective for interim and annual reporting periods beginning after December 15, 2010. Comparative disclosures are not required in the year of adoption. The Company has adopted this standard and did not have any material impact on the Company’s financial statements.

In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. This amendment addresses both the interaction of the requirements of this Topic with the SEC’s reporting requirements and the intended breadth of the reissuance disclosure provision related to subsequent events (paragraph 855-10-50-4). All of the amendments in this Update are effective upon issuance of the final Update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company has adopted this standard and did not have any material impact on the Company’s financial statements.

In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this

Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company has received advances from a shareholder for its working capital requirements amounting to $1333,~~322~~201 as of ~~September~~March 3031, ~~2010~~2011. Advances due to a shareholder are non-interest bearing, unsecured, and have no definite terms of repayment.

NOTE 4 - SHAREHOLDERS' EQUITY

OnThe ~~January~~Company’s ~~11,~~capitalization ~~2007,~~at ~~the~~March ~~Company~~31, ~~issued~~2011 5was 100,000,000 ~~shares~~authorized of common ~~stock,~~shares ~~par~~and ~~value~~2,500,000 ~~$0.00001~~authorized ~~per~~preferred ~~share~~shares, toboth ~~its~~with ~~initial~~a ~~shareholders~~par invalue ~~exchange~~of ~~for~~ $~~50 in cash~~0.00001 Noper ~~additional shares have been issued as of September 30, 2010~~share.

~~NOTE~~On January 11, 2007, the Company issued 5:,000,000 ~~SUBSEQUENT~~shares ~~EVENT~~of common stock, par value $0.00001 per share, to its initial shareholders in exchange for $50 in cash. On November 24, 2010, pursuant to the terms of a Stock Purchase Agreement, the Company sold 3,000,000 shares of common stock to the current Chief Executive Officer for $20,500, and redeemed 5,000,000 shares of common stock owned by its former officer and a shareholder, resulting in change of control. The Company has 3,000,000 shares of common stock outstanding and 0 shares of preferred stock outstanding at March 31, 2011.

OnNOTE ~~December~~5 ~~14,~~– 2010, the Company entered into a share exchange agreement with Vision Technologies, Inc., a Delaware corporation (“VT”) and with Robert “Lee” Thompson, VT’s Chief Executive Officer. Consummation of the share exchange transaction is subject to notification of all of VT’s shareholders and the completion of audits for both VT and the Company. If the conditions precedent are satisfied, on or about the time of the closing, the parties to the share exchange agreement will consummate the share exchange, a change of name, and a change of control of the Company. Within 60 days of the closing of the share exchange transaction, the reorganized company will register the shares owned by the shareholders of the Company and their assigns. The existing shareholders of the Company also receive time-limited anti-dilution rights in the share exchange agreement. The merger is intended to qualify as a “reorganization” for federal income tax purposes. As a result of the exchange transaction, the holders of shares of VT common stock will receive one share of Company common stock for each share of VT common stock held immediately prior to the effective date of the exchange. Each share of the Company common stock outstanding immediately prior to the exchange will be cancelled; however, these shares are owned by a majority shareholder of the Company, a party to the share exchange agreement, who also owns shares of VT common stock.COMMITMENTS

11On December 14, 2010, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) with Vision Technologies, Inc., a Delaware corporation (“VT”) and with Robert “Lee” Thompson, VT’s CEO. Consummation of the share exchange transaction is subject to acceptance by a majority of VT’s shareholders and the completion of audits for both VT and the Company. If the conditions precedent are satisfied, on or about the time of the closing, the parties to the Exchange Agreement will consummate the share exchange, a change of name, and a change of control of the Company. Within 60 days of the closing of the share exchange transaction, the reorganized company will register the shares owned by Tony Frudakis and his assigns. Mr. Frudakis also receives time-limited anti-dilution rights in the Exchange Agreement. The merger is intended to qualify as a “reorganization” for federal income tax purposes. As a result of the exchange transaction, the holders of shares of VT common stock will receive one share of Company common stock for each share of VT common stock held immediately prior to the effective date of the exchange. Each share of Company common stock outstanding immediately prior to the exchange will be cancelled; however, these shares are owned by Tony Frudakis, a party to the Exchange Agreement, who also owns shares of VT common stock. The conditions of merger pursuant to the Exchange Agreement were not satisfied as of March 31, 2011.

NOTE 6: SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date these financial statements were issued.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following analysis of our consolidated financial condition and results of operations for the three month and nine month periods ended ~~September~~March 3031, ~~2010~~2011 should be read in conjunction with the Consolidated Financial Statements and other information presented elsewhere in this quarterly report.

Forward-Looking Statements

This discussion 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.

Plan of Operation

~~Skyview~~We ~~Holdings~~were ~~Corp.~~organized ~~(“we”, “us”, “our” or the “Company”) was incorporated under the laws of the State of Delaware on January 11, 2007~~ 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. We ~~have been seeking a suitable acquisition or merger candidate since we were incorporated, the day our Form 10-SB registration statement, as amended, went effective.~~ Our principal business objective for the next 12twelve 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.

~~Our~~During ~~discussion~~the ofnext ~~the~~twelve ~~proposed~~months ~~business~~we ~~under~~anticipate ~~this~~incurring ~~caption~~costs related to: (i) filing of Exchange Act reports, and ~~throughout~~(ii) ~~this~~costs ~~Form~~relating ~~10-Q~~to isconsummating ~~purposefully~~an ~~general~~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 isadditional ~~not~~amounts, ~~meant~~as necessary, to ~~restrict~~be loaned to or invested in us by our ~~virtually~~stockholders, ~~unlimited~~management ~~discretion~~or other investors. Our sole officer and director has agreed to ~~search~~provide ~~for~~funding to the Company to pay its annual audit fees and ~~enter~~filing ~~into~~costs ~~potential~~as ~~business~~long ~~opportunities~~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.

~~During~~The ~~the~~Company ~~next~~may 12consider ~~months~~a webusiness ~~anticipate~~which ~~incurring~~has ~~costs~~recently ~~related~~commenced ~~to:~~operations, ~~(i)~~is ~~filing~~a ofdeveloping ~~Exchange~~company ~~Act~~in ~~reports,~~need ~~and~~of ~~(ii)~~additional ~~costs~~funds ~~relating~~for toexpansion ~~consummating~~into annew ~~acquisition. We~~products ~~believe~~or wemarkets, ~~will~~is beseeking ~~able~~ to ~~meet~~develop ~~these~~a ~~costs~~new ~~through~~product ~~use~~or ofservice, ~~funds~~or inis ~~our~~an ~~treasury,~~established ~~through~~business ~~deferral~~which ofmay ~~fees~~be byexperiencing ~~certain~~financial ~~service~~or ~~providers,~~operating difficulties and ~~additional~~is ~~amounts,~~in asneed ~~necessary,~~of toadditional becapital. ~~loaned~~In tothe oralternative, ~~invested~~a inbusiness uscombination bymay ~~our~~involve ~~stockholders,~~the ~~management~~acquisition of, or ~~other~~merger ~~investors.~~with, ~~Our~~a ~~sole~~company ~~officer~~which ~~and~~does ~~director~~not ~~has~~need ~~agreed~~substantial toadditional ~~provide~~capital, ~~funding~~but towhich ~~the~~desires ~~Company~~ to ~~pay~~establish ~~its~~a ~~annual~~public ~~audit~~trading ~~fees~~market ~~and~~for ~~filing~~its ~~costs~~shares, aswhile ~~long~~avoiding, asamong ~~the~~other ~~Board~~things, ofthe ~~Directors~~time ~~deems~~delays, itsignificant ~~necessary. However~~expense, ~~there~~and ~~can~~loss beof novoting ~~assurance~~control ~~that~~which ~~such~~may ~~financial~~occur ~~support~~in ~~shall~~a bepublic ~~ongoing or available on terms or conditions acceptable to the Company~~offering.

~~The~~Our ~~Company~~management ~~may~~anticipates ~~consider~~that awe ~~business~~will ~~which~~likely ~~has~~be ~~recently~~able ~~commenced~~to ~~operations,~~effect isonly aone ~~developing~~business ~~company in need of additional funds for expansion into new products or markets~~combination, isdue ~~seeking~~primarily to ~~develop~~our alimited ~~new product or service~~financing, orand isthe andilution ~~established~~of ~~business~~interest ~~which~~for ~~may~~present beand ~~experiencing~~prospective ~~financial~~stockholders, orwhich ~~operating difficulties and~~ is inlikely ~~need~~to ofoccur ~~additional~~as ~~capital. In the alternative,~~ a ~~business~~result ~~combination~~of ~~may~~our ~~involve~~management's ~~the~~plan ~~acquisition~~to ~~of,~~offer ~~or merger with,~~ a ~~company~~controlling ~~which~~interest ~~does not need substantial additional capital, but which desires~~ to ~~establish~~ a ~~public~~target ~~trading~~business ~~market~~in ~~for~~order ~~its~~to ~~shares,~~achieve ~~while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in~~ a ~~public~~tax-free ~~offering of securities~~reorganization.

~~Our~~Because ~~management~~we ~~anticipates~~currently ~~that~~do wenot ~~will~~have ~~likely~~any bebusiness ~~able~~operations, towe ~~effect~~have ~~only~~not ~~one~~had ~~business~~any ~~combination~~revenues since January 11, ~~due~~2007 ~~primarily~~(inception) to ~~our~~March ~~limited~~31, ~~financing~~2011. ~~and~~Total operating expenses for the ~~dilution~~three months ended March 31, 2011 and 2010 were $33,201 and $0, respectively. The Company incurred an accumulated loss of ~~interest~~$53,701 for ~~present~~the period from January 11, 2007 (inception) to March 31, 2011. These expenses consisted primarily of organizational, professional fees and ~~prospective~~outside ~~stockholders~~services. It is unlikely that we will have any revenues unless we are able to effect a business combination, of which isthere ~~likely~~can be no assurance. The Company recorded a gain of $1,669 since January 11, 2007 (inception) to ~~occur~~March 31, 2011 as a result of ~~our~~forgiveness ~~management’s~~of ~~plan~~debts due to ~~offer~~vendors and a ~~controlling~~related ~~interest~~party. toAt aMarch ~~target~~31, ~~business~~2011, inwe ~~order~~had total assets of $0, total liabilities of $33,201 and an accumulated deficit of $53,701 as compared to ~~achieve~~December a31, ~~tax-free~~2010, ~~reorganization~~when we had total assets of $0, total liabilities of $0 and an accumulated deficit of $20,500.

~~Because~~Our weliquidity ~~currently~~depends doentirely ~~not~~on ~~have any business operations, we have not had any revenues since January 11, 2007 (inception) to September 30, 2010. Total expenses for~~ the ~~three~~willingness ~~month~~of ~~and~~our ~~nine~~sole ~~month~~shareholder ~~periods~~Tony ~~ended September 30, 2010 were $0 and $0 as compared to $0 and $20 for the comparable periods of 2009~~N. ~~Total~~ ~~expenses~~Frudakis ~~from inception~~ to ~~September~~pay ~~30,~~our ~~2010 were $21,672. These~~ expenses ~~consisted primarily of organizational expenses, professional fees, and outside services expenses~~. ~~The~~ ~~Company~~We ~~did~~have not ~~incur~~attempted ~~any~~to ~~expenses~~raise ~~during~~cash ~~the~~from ~~three~~external ~~month~~sources and ~~nine~~have ~~month~~no ~~periods~~plan ~~and reported a net loss of $0 for the three month and nine month periods ended September 30, 2010 compared~~ to $0do ~~and $20 for the comparable periods of 2009~~so. ~~The~~As ~~Company~~evidenced ~~reported~~from aour ~~net~~delinquent ~~loss of $21,672 for the~~

1211

~~period~~reporting ~~from~~status ~~January~~with 11the SEC, ~~2007~~our ~~(inception)~~controlling shareholders have often been unwilling or financially unable to ~~September~~pay ~~30,~~timely ~~2010~~the professional fees and expenses needed for us to maintain our reporting status with the SEC. It isDuring ~~unlikely~~2011, ~~that~~Dr. weFrudakis ~~will~~committed ~~have~~to ~~any~~expend ~~revenues~~the ~~unless~~funds wenecessary ~~are~~for ~~able~~the Company to ~~effect~~attain acurrent ~~business~~reporting ~~combination~~status with the SEC, ofand ~~which~~all ~~there~~reports ~~can~~predating bethis noannual ~~assurance~~report have been filed but were filed late. At ~~September~~If ~~30,~~we ~~2010~~do not succeed in finding a target acquisition, we ~~had~~may ~~total~~again ~~assets~~find ofourselves ~~$350,~~in ~~total~~delinquent ~~liabilities~~reporting ofstatus ~~$21,972,~~if ~~and~~Dr. aFrudakis ~~working~~is ~~capital~~unwilling ~~deficit~~to ofadvance ~~$21,622~~the funds to us that are necessary to pay our reporting expenses.

~~Off-Balance~~We ~~Sheet~~do ~~Arrangements~~not have capital resources.

None.

Subsequent Events

Change in Control

On November 24, 2010, Tony N. Frudakis, ~~an accredited investor,~~ purchased from the ~~Registrant~~Company 3,000,000 shares of its common stock for $20,500. A copy of the stock purchase agreement is filed as Exhibit 2.1 to Form 8-K filed on November 30, 2010 and is incorporated herein by reference. Simultaneously, the ~~Registrant~~Company redeemed a total of 5,000,000 shares of common stock from Donald R. McKelvey and David M. Kaye, resulting in a change of control. Copies of the respective redemption agreements are attached as exhibits 2.2 and 2.3 to Form 8-K filed on November 30, 2010 and are incorporated herein by reference. Tony N. Frudakis beneficially and directly owns 3,000,000 shares of Common Stock as of the date of this report which represents (100%) of the outstanding Common Stock of the ~~Registrant~~Company. The shares acquired by Tony N. Frudakis include 3,000,000 shares of voting power.

On November 24, 2010, Donald R. McKelvey resigned from his positions as President, Chief Executive Officer, Principal Financial Officer, Secretary, Treasurer and Director of the Company. The resignation of Donald R. McKelvey was not the result of any disagreement with the Registrant on any matter relating to our operations, policies or practices. Donald R. McKelvey’s written resignations are attached as exhibits 99.1 and 99.2 to Form 8-K filed on November 30, 2010. The board of directors has not filled the vacancies created by the resignation of Donald R. McKelvey.

On November 24, 2010, Tony N. Frudakis, Ph.D, age 43, was appointed as a director and President, Chief Executive Officer, Principal Financial Officer, Secretary, Treasurer of the Registrant.

Entry into a Material Definitive Agreement

On December 14, 2010, ~~the~~we ~~Company~~ entered into a share exchange agreement with Vision Technologies, Inc., a Delaware corporation (“VT”) and with Robert “Lee” Thompson, VT’s CEO. Consummation of the share exchange transaction is subject to acceptance by a majority of VT’s shareholders and the completion of audits for both VT and the Company. If the conditions precedent are satisfied, on or about the time of the closing, the parties to the share exchange agreement will consummate the share exchange, a change of name, and a change of control of the ~~Registrant~~Company. Within 60 days of the closing of the share exchange transaction, the reorganized ~~registrant~~company will register the shares owned by Tony Frudakis and his assigns. Mr. Frudakis also receives time-limited anti-dilution rights in the share exchange agreement. The Merger is intended to qualify as a “reorganization” for federal income tax purposes. As a result of the exchange transaction, the holders of shares of VT common stock will receive one share of the Company’s common stock for each share of VT common stock held immediately prior to the effective date of the exchange. Each share of Company’s common stock outstanding immediately prior to the exchange will be cancelled; however, these shares are owned by Tony Frudakis, a party to the share exchange agreement, who also owns shares of VT common stock.

The foregoing description of the share exchange agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, which is filed as Exhibit 2.1 to Form 8-K filed on December 23, 2010 and is incorporated herein by reference. The Share Exchange Agreement has been included to provide information regarding the terms of the exchange, and is not intended to provide any other factual or financial information about the Company or VT.

The share exchange has not yet occurred, and we cannot guarantee that it will.

Off-Balance Sheet Arrangements

We have not had any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

13Evaluation of Disclosure Controls and Procedures. The Company’s Principal Executive Officer/Principal Financial Officer has evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, such officer has concluded that, as of March 31, 2011, 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 Principal Executive Officer/ Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~ITEM~~Changes 4in Internal Control Over Financial Reporting. ~~CONTROLS~~Our ~~AND~~lack ~~PROCEDURES~~of financing directly, materially, and negatively, impacted our internal controls over financial reporting as such controls were non-existent during the fiscal quarter covered by this report. We were in a state of dormancy in which no operational activity occurred. Because of our operational inactivity, we did not take any action to affect materially, or take any action that would be reasonably likely to affect materially, a change in our internal control over financial reporting.

~~Evaluation of Disclosure Controls and Procedures.~~ The Company’s Principal Executive Officer/Principal Financial Officer has evaluated changes in the Company’s ~~disclosure~~internal controls ~~and~~over ~~procedures~~financial reporting (as ofdefined ~~the~~in ~~end~~Rule 13a-15(f) of the ~~period~~Exchange ~~covered~~Act) byduring ~~this~~the ~~report. Based~~first ~~upon~~quarter ~~that~~of ~~evaluation,~~2011. ~~such~~In ~~officer~~connection ~~has~~with ~~concluded~~such ~~that~~evaluation, asthere ofhave ~~September~~been ~~30,~~no ~~2010,~~changes ~~these disclosure controls and procedures were not effective~~ to ~~ensure~~the ~~that~~Company’s ~~all~~internal ~~information~~control ~~required~~over ~~to be~~financial ~~disclosed~~reporting ~~by us in the reports~~ that weoccurred ~~file~~since ~~or submit under~~ the ~~Exchange~~beginning ~~Act~~of ~~is: (i) recorded, processed, summarized and reported, within~~ the ~~time periods specified in the Commission~~Company’s ~~rule~~first ~~and~~quarter ~~forms;~~of ~~and~~2011 ~~(ii)~~that ~~accumulated~~have ~~and~~materially ~~communicated to our management~~affected, ~~including~~or ~~our~~are ~~Principal~~reasonably ~~Executive~~likely ~~Officer/~~to ~~Principal~~materially ~~Financial~~affect ~~Officer,~~the asCompany’s ~~appropriate,~~internal tocontrol ~~allow~~over ~~timely~~financial ~~decisions regarding required disclosure~~reporting.

~~Changes~~PART inII ~~Internal Control Over Financial Reporting. Our lack of financing directly, materially, and negatively, impacted our internal controls over financial reporting as such controls were non~~-~~existent~~ ~~during~~OTHER the fiscal quarter covered by this report. We were in a state of dormancy in which no operational activity occurred. Because of our operational inactivity, we did not take any action to affect materially, or take any action that would be reasonably likely to affect materially, a change in our internal control over financial reporting.INFORMATION

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


31.1	Certification of Chief Executive Officer and 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)

1413

SIGNATURES

Pursuant to the requirements 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.
Dated: April 11, 2011	By:	/s/ Tony N. Frudakis
Dated: May 13, 2011	By:	/s/ Tony N. Frudakis
		Tony N. Frudakis, President
		(Principal Executive Officer and
		Principal Accounting and Financial
		Officer)

1514

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