UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~SECURITIES~~FORM ~~AND EXCHANGE COMMISSION~~10-K

~~Washington~~ [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~D.C.~~2008 ~~20549~~[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________

~~FORM~~SKYLYFT ~~10-KSB~~MEDIA NETWORK, INC. (Name of small business issuer in its charter) Delaware, United States (State or other jurisdiction of incorporation or organization)

~~[X] ANNUAL REPORT UNDER SECTION 13 OR 15~~03-0533701 (d)I.R.S. OFEmployer ~~THE~~Identification ~~SECURITIES EXCHANGE ACT OF 1934~~No.)

~~For~~100 ~~the~~East ~~fiscal~~Verdugo ~~year~~Avenue, ~~ended~~Burbank, ~~December~~California ~~31,~~91502 (Address ~~2007~~of principal executive offices)

~~[ ] TRANSITION REPORT UNDER SECTION 13 OR 15~~(d818) OF605-0957 (Issuer's ~~THE SECURITIES~~telephone ~~EXCHANGE ACT OF 1934~~number)

For the transition period from __________ to __________

SKYLYFT MEDIA NETWORK, INC.

(Name of small business issuer in its charter)

Delaware, United States

(State or other jurisdiction of incorporation or organization)

03-0533701

(I.R.S. Employer Identification No.)

100 East Verdugo Avenue, Burbank, California 91502

(Address of principal executive offices)

(818) 605-0957

(Issuer's telephone number)

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

Securities registered under Section 12(g) of the Exchange Act: Shares of common stock, par value $.001

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

Disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-~~KSB~~K or any amendment to this Form 10-~~KSB~~K. [ ]

Indicate by check mark whether the registrant is a shell company. Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company.	Yes [ ]	No [X]
State issuer’s revenues for its most recent fiscal year: $ 36,831

State issuer’s revenues for its most recent fiscal year: $ 136,123

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: There currently is no public market for our common stock.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As As of December 31, ~~2007~~2008, 26,~~062~~436,~~995~~527 shares of $ .001 par value common stock Documents incorporated by reference: None

Documents incorporated by reference: None

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

Cautionary Sta

Skylyft Media Network, Inc. (the “Company” and sometimes “we,” “us,” “our” and derivatives of these words) is including the following discussion to inform existing and potential security holders generally of some of the risks and uncertainties that can affect us. Statements made in this Annual Report on Form 10-~~KSB~~K may be forward-looking statements. In addition, from time to time, we may otherwise make forward-looking statements to inform existing and potential security holders about the Company. These statements may include projections and estimates concerning the timing and success of specific projects and our future income, expenses and capital spending. Forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. In addition, except for the historical information contained in this report, the matters discussed in this report are forward-looking statements. These statements by their nature are subject to certain risks, uncertainties and assumptions and will be influenced by various factors. Should any of the assumptions underlying a forward-looking statement prove incorrect, actual results could vary materially.

PART I

Item 1. Description of Business Our History

~~Our~~In ~~History~~January of 2001, Richard Yanke, the President of Skylyft Media Network, Inc., invented and enhanced the SkyBanr Mini-Lift Hoist. He retained one design artist for the contract mural work. Mr. Yanke spent the year at his Vancouver Studios developing the business plan for (1) enhancing the basic patent; (2) arranging for cost-effective, in-house manufacturing of the SkyBanr Mini-Lift, (3) developing a marketing and distribution plan by searching for and negotiating for third-party nationally known vendors. Further, Mr. Yanke’s pro-forma financial projections showed great revenue potential from advertising on the 20’ billboards hoisted to the ceiling of shopping malls, big box stores, and anchor stores such as Costco, Best Buy, Macy’s and other similar venues.

InBy ~~January~~December of ~~2001~~2003, ~~Richard Yanke,~~ the ~~President~~research ofand ~~Skylyft~~development ~~Media~~was ~~Network,~~substantially ~~Inc.,~~completed ~~invented~~ and ~~enhanced the SkyBanr Mini-Lift Hoist. He retained one design artist for the contract mural work.~~ Mr. Yanke ~~spent~~formed ~~the~~Skylyft ~~year~~Media atNetwork, ~~his~~Inc. ~~Vancouver~~He ~~Studios~~acquired ~~developing~~ the ~~business~~equipment ~~plan~~from ~~for~~Image ~~(1)~~79 ~~enhancing~~Design ~~the basic patent; (2) arranging for cost-effective~~Studios, ~~in-house manufacturing of the SkyBanr Mini-Lift, (3) developing~~ a ~~marketing~~fine ~~and~~arts ~~distribution~~company ~~plan~~found by ~~searching~~Mr. ~~for~~Yanke ~~and~~in ~~negotiating~~1979, for ~~third-party~~Skylyft ~~nationally~~Media ~~known vendors. Further~~Network, MrInc. ~~Yanke’s~~in ~~pro-forma~~an ~~financial~~Asset ~~projections~~Purchase ~~showed~~Agreement ~~great~~by ~~revenue~~issuing ~~potential~~himself ~~from~~1,218,290 ~~advertising~~shares onand ~~the~~a ~~20’~~shareholder ~~billboards~~loan ~~hoisted~~for to the ~~ceiling~~assets ofin ~~shopping~~the ~~malls,~~newly ~~big~~created ~~box stores~~“Skylyft”, ~~and~~a ~~anchor~~Delaware ~~stores such as Costco, Best Buy, Macy’s and other similar venues~~corporation.

By December of 2003, the research and development was substantially completed and Mr. Yanke formed Skylyft Media Network, Inc. He acquired the equipment from Image 79 Designed Studios, a fine arts company found by Mr. Yanke in 1979, for Skylyft Media Network, Inc. in an Asset Purchase Agreement by issuing himself 1,218,290 shares and a shareholder loan for the assets in the newly created “Skylyft”, a Delaware corporation.Overview

3The Company is organized into two operating divisions: (1) Skylyft™ Manufacturing (Manufactures the SkyBanr Mini-Lift Hoist, Trade Show displays of the Company’s proprietary products); and (2) Skylyft™ Digital Imaging (Produces all of the printing medium, e.g. billboards, banners, murals, and posters) .

~~Overview~~In the past year, a number of significant steps have been made to position the Company for future growth. These include: restructuring to operate under the most favorable tax regimes; trade marking and branding the company name and products; preparing the Key Client Marketing Programs for specific venues, and recruiting experienced and capable management personnel to ensure success.

The Company ishas ~~organized~~developed ~~into~~one ~~two~~of ~~operating~~the ~~divisions:~~most ~~(1)~~significant ~~Skylyft™~~growth ~~Manufacturing~~opportunities ~~(Manufactures~~in the ~~SkyBanr~~advertising ~~Mini-Lift~~industry ~~Hoist,~~since ~~Trade Show displays of~~ the ~~Company’s~~billboard ~~proprietary~~by ~~products);~~offering realistic and ~~(2)~~viable ~~Skylyft™ Digital~~business ~~Imaging~~opportunities ~~(Produces~~from ~~all~~advertising ofon ~~the~~unused ~~printing medium, e.g. billboards, banners, murals,~~ and ~~posters)~~empty spaces.

InProducts ~~the past year, a number of significant steps have been made to position the Company for future growth. These include: restructuring to operate under the most favorable tax regimes; trade marking~~ and ~~branding the company name and products; preparing the Key Client~~ Marketing ~~Programs for specific venues, and recruiting experienced and capable management personnel to ensure success.~~

~~The~~Skylyft’s ~~Company~~2006 ~~has~~Second ~~developed~~Generation ~~one~~ of ~~the most significant growth opportunities in the advertising industry since the billboard by offering realistic and viable business opportunities from advertising on unused and empty spaces.~~ Products

~~Products~~Until the second quarter of 2006, the Company focused on strategic research to enhance the newly developed digitalization of its technology and ~~Marketing~~formalized the current marketing strategy for commercialization of its products, including these newly completed products:

~~Skylyft~~An 8’s ~~2006~~x ~~Second~~10’ ~~Generation~~Trade ofShow ~~Products~~System compact enough to fit into an overhead airline compartment;
~~Until~~SkyBanr ~~the~~Mini-Lift™ ~~second~~System ~~quarter~~for ~~of 2006,~~ the ~~Company~~household ~~focused~~market*; ~~on strategic research to enhance the newly developed digitalization of its technology~~ and ~~formalized the current marketing strategy for commercialization of its products, including these newly completed products:~~

·2

An_____________________ SkyBanr 8’Mini-Lift xfor ~~10’~~the ~~Trade~~exterior ~~Show~~market* * ~~System~~Designs ~~compact~~completed. ~~enough~~These toenhancements ~~fit~~will ~~into~~become anoperational ~~overhead~~pending ~~airline~~receipt ~~compartment;~~of manufacturing expenses from the proceeds of a previous private placement.

·Our research on digital technology, as it related to the SkyBanr Mini-Lift Hoist System, enhanced and developed into its present configuration, has now been successfully “Beta-Tested” over two years with the Edwards Movie Theatres in California, Oregon and Texas. The results showed a significant increase in the previous economies of scale, a higher degree of creativity by the artist/operator, a reduction in the time required for any targeted performance (in our case, reducing our artistic staff from 50 to 5 highly skilled technicians), and more economically efficient operations of the equipment. For example, we discovered that when our operator was overseeing and monitoring the printing machine, the same operator could, simultaneously, commence working on the next, upcoming-on-line product. This method provides higher quality in intensity, color, photo-quality and third-dimensional depth, in the finished products.

~~SkyBanr~~As ~~Mini-Lift™~~a ~~System~~result, ~~for~~we ~~the~~were ~~household~~able to amend our Business Plan from a “Niche” market*; to a substantially more diverse, heterogeneous and broadened international market.

·Nature and Functionability of the SkyBanr SkyLyft System

The SkyBanr Mini-Lift ~~for~~System is a remote controlled hoist that mounts to virtually any ceiling, and has 2 vertical cables that are attached to a mounting bar. The bar is lowered out of the ~~exterior~~bottom market*of the unit (similar to a trapeze) by use of a hand-held infrared remote control (looks like a TV remote). Attached to that bar is a specially laminated 2”x 1”x 20’ horizontal square tube aluminum bar. When the bar is lowered to the ground, a “point of purchase” Digitally printed 10’ x 20’ fabric Billboard (the advertising space), is attached to the aluminum bar. The 20’ aluminum bar, with the fabric billboard attached, is raised, via the hand-held remote control unit, to the desired height.

~~_____________________~~Management and its national marketing firms believe that the introduction of the SkyBanr Mini-Lift System into the marketplace will revolutionize the economics of billboard ad rotation. The SkyBanr Mini-Lift reduces labor costs associated with conventional rotation methods by eliminating the use of scaffolds or scissor lifts. The operation of the SkyBanr Mini-Lift system is very simple. Mr. Yanke’s younger children regularly change the 10’ x 20’ billboards on the SkyBanr demonstration unit at our Burbank, California production facility on a daily and weekly basis for testing purposes.

*The ~~Designs~~SkyBanr ~~completed~~Mini-Lift allows SkyMurl billboard-advertising placement in formerly inaccessible locations, such as high ceilings. ~~These~~Currently, ~~enhancements~~most ~~will~~locations ~~become~~do ~~operational~~not ~~pending~~have ~~receipt~~billboard ofadvertising, ~~manufacturing~~since ~~expenses~~it ~~from~~has not been economical to mount. Locations with billboard advertising typically rotate the ~~proceeds~~ads ofevery athree ~~previous~~months ~~private~~due ~~placement~~to the high costs involved in changing the ads.

~~Our~~The ~~research on digital technology, as it related to the~~ SkyBanr Mini-Lift ~~Hoist~~ System, ~~enhanced~~makes ~~and~~it ~~developed~~economical ~~into~~to ~~its~~place ~~present~~billboard ~~configuration,~~advertising ~~has~~in ~~now~~more ~~been~~locations ~~successfully~~and ~~“Beta-Tested”~~to ~~over~~change ~~two~~those ~~years~~ads with ~~the~~greater ~~Edwards Movie Theatres in California, Oregon and Texas~~frequency. ~~The~~Skylyft’s ~~results~~capabilities ~~showed~~to aplace ~~significant~~billboard ~~increase~~advertising in ~~the~~more ~~previous~~locations ~~economies~~and ofchange ~~scale, a higher degree of creativity by~~ the ~~artist/operator,~~ads amore ~~reduction~~frequently inallow the ~~time~~Company ~~required for any targeted performance (in our case, reducing our artistic staff from 50~~ to 5earn ~~highly skilled technicians), and~~ more ~~economically~~advertising ~~efficient~~revenues ~~operations~~from ofcertain ~~the~~indoor ~~equipment~~advertising locations. ~~For~~This ~~example,~~advantage wewill ~~discovered~~allow ~~that~~Skylyft ~~when~~to ~~our~~offer ~~operator~~landlords ~~was~~higher ~~overseeing~~lease ~~and~~rates ~~monitoring~~for ~~the~~their ~~printing~~space ~~machine~~and, ~~the same operator could, simultaneously, commence working on the next, upcoming-on-line product. This method provides higher quality~~ in ~~intensity~~turn, ~~color,~~secure ~~photo~~long-~~quality~~term ~~and~~leases ~~third-dimensional~~from ~~depth,~~the inmost ~~the~~desirable ~~finished~~locations ~~products~~for Skylyft.

AsState-of-the-Art ~~a result, we were able to amend our Business Plan from a “Niche” market to a substantially more diverse, heterogeneous and broadened international market.~~Printing

~~Nature~~Grand ~~and~~Format ~~Functionability~~Printing means any print over 60”. The Vutek/UltraVu™ machine is a “state of the ~~SkyBanr~~art” ~~SkyLyft~~printer ~~System~~that prints at widths of up to 196 inches (16.3 feet). It has the capability to:

~~The SkyBanr Mini~~ -~~Lift~~ Print ~~System~~durable ~~is a remote controlled hoist that mounts to virtually any ceiling,~~ and ~~has~~vivid 2graphics ~~vertical~~on ~~cables that are attached to~~ a ~~mounting~~wide ~~bar.~~variety ~~The bar is lowered out~~ of ~~the~~materials ~~bottom~~including of the unit (similar to a trapeze) by use of a hand-held infrared remote control (looks like a TV remote). Attached to that bar is a specially laminated 2”x 1”x 20’ horizontal square tube aluminum bar. When the bar is lowered to the groundvinyl, apressure ~~“point~~sensitive ~~of purchase” Digitally printed 10’ x 20’ fabric Billboard (the advertising space)~~paper, ismesh ~~attached~~and ~~to the aluminum bar~~textiles. ~~The 20’ aluminum bar, with the fabric billboard attached, is raised, via the hand-held remote control unit, to the desired height.~~

4 - Print up to 16.3 feet (5 meters) in width.

~~Management and its national marketing firms believe that the introduction of the SkyBanr Mini~~ -~~Lift~~ Print ~~System~~up ~~into~~to ~~the~~330 ~~marketplace~~dpi ~~will~~resolution ~~revolutionize~~producing ~~the~~images ~~economics~~that ofare ~~billboard~~sharp, adcrisp rotation. The SkyBanr Mini-Lift reduces labor costs associated with conventional rotation methods by eliminating the use of scaffolds or scissor lifts. The operation of the SkyBanr Mini-Lift system is very simple. Mr. Yanke’s 5 and ~~7 year old children change the 10’ x 20’ billboards on the SkyBanr demonstration unit at our Burbank, California studio on a daily basis~~consistent.

~~The SkyBanr Mini~~ -~~Lift~~ Print ~~allows~~up ~~SkyMurl billboard-advertising placement in formerly inaccessible locations, such as high ceilings. Currently, most locations do not have billboard advertising, since it has not been economical~~ to ~~mount.~~2100 ~~Locations~~square ~~with~~feet ~~billboard~~(195 ~~advertising~~square ~~typically~~meters) ~~rotate~~per ~~the ads every three months due to the high costs involved in changing the ads~~hour. \

~~The SkyBanr Mini~~ -~~Lift~~ Be ~~System~~effectively ~~makes~~deployed ~~it economical to place billboard advertising~~ in more locations and to change those ads with greater frequency. Skylyft’s capabilities to place billboard advertising in more locations and change the ads more frequently allow the Company to earn more advertising revenues from certain indoor advertising locations. This advantage will allow Skylyft to offer landlords higher lease rates for their space and, in turn, secure longnon-~~term~~stop ~~leases from the most desirable locations for Skylyft~~operation.

~~State-~~The print resolution with the Vutek/UltraVu is unmatched by its competition. Further, the Inkware inks, used by the UltraVu, are in a league by themselves. The brilliant quality of printing offered by Vutek's high-~~the-Art~~resolution ~~Printing~~printers, as well as their

~~Grand Format Printing means any print over 60”. The Vutek/UltraVu™ machine is a “state of the art” printer that prints at widths of up to 196 inches (16.~~3 ~~feet). It has the capability to:~~

·consistency of color, is vital to our business. Consequently, the Company can offer a full range of wide-format products and Vutek printers enable us to provide the optimum color quality for our printing projects. The Company makes a serious attempt to blend both the commerce part of digital printing with the incredible aesthetics which this medium is capable of presenting. Accordingly, the Company seeks to incorporate its work into the existing environment in such a way that "glorifies" the surrounding landscape. In our view, an advertisement is supposed to be beautiful. Thus, the designers can create elegant work when it is produced on the Vutek digital printers. Through the printers, the Company has developed a 20-year history with major venues.

~~Print~~Business ~~durable and vivid graphics on a wide variety of materials including vinyl, pressure sensitive paper, mesh and textiles.~~Strategy

·Marketing

~~Print~~SKYLYFT upreceived tovery ~~16.3~~positive ~~feet~~interest (5from ~~meters)~~over ten of the top twenty shopping center mall owners in ~~width.~~North America.

·At this time, the Company has a confidentiality Agreement with Simons Property Group, the largest owner of shopping malls in the world, and is in discussions for 125 of their 180 mall properties. The Company has signed a beta test contract with General Growth Properties, the 2nd largest owner of mall properties, with over 160 malls. The Company anticipates finalizing a Leasing contract in 2009.

~~Print~~In upresponse to ~~330~~our ~~dpi~~recent ~~resolution~~proposal, ~~producing~~the ~~images~~Company ~~that~~anticipates consummation of an agreement early summer with Cafaro Company, the owner of sixteen high-end malls in the northeast. In addition, Urban Retail Properties and CBL Properties which are ~~sharp~~in the top ten of shopping center owners, ~~crisp~~SKYLYFT has approached these Companies, and ~~consistent~~are in the initial process of presenting a proposal to them. Houston, Texas based Macerich Mall group has told us they are ready to sign and implement a leasing contract for all their malls upon Skylyft successfully obtaining Advertising contracts.

·Assuming the Company can sign with any one of these mall owners for 148 or more malls, our Projections for SkyBanr Mini-lift locations can be met.

~~Print~~The ~~up to 2100 square feet (195 square meters) per hour.~~ Plan

~~· Be~~We ~~effectively~~will ~~deployed~~identify and secure the first 148-venue locations for the SkyBanr Mini-Lift systems and SKYLYFT “Point of Purchase” billboards and our Marketing Groups will use their nation-wide contacts with National Advertising Agencies and National companies with in-house ~~non~~advertising staff. Our Marketing Groups will approach those National Advertisers to consummate the financial terms of a 148-~~stop~~venue ~~operation~~advertising campaign contract. Upon negotiation of 50% of the advertising campaign space, we will begin to negotiate and consummate the 148-venue partnership agreements. We will start a National rollout of 3 double-sided 10’ x 20’ “SKYLYFT Remote controlled Point of Purchase billboard advertising systems” in each of 148 High Ceiling Venues in the first 3 months, with at least a total of 888 billboard faces by end of Year 1 in 148 venues, and 2400 billboard faces by end of Year 3 in 400 venues. In Year 1,we will also be simultaneously preparing for a World Wide rollout as well as building an exclusive patented online internet database system in real time where our National Advertising clients as well as our Ad Agency associates, Venue Partners and in-house staff can access this database in real time for all available SKYLYFT advertising billboard space that is available and also be able to book that space online immediately. This way, all our advertisers and sales people will never double book any of the advertising space. We will use the revenues from the first 148-venue program to install SKYLYFT “Point of Purchase” billboards and advance into the second 125-venue program and continue to negotiate advertising contracts and installing SKYLYFT “Point of Purchase” billboards systems throughout North America and globally.

~~The~~Marketing print resolution with the Vutek/UltraVu is unmatched by its competition. Further, the Inkware inks, used by the UltraVu, are in a league by themselves. The brilliant quality of printing offered by Vutek's high-resolution printers, as well as their consistency of color, is vital to our business. Consequently, the Company can offer a full range of wide-format products and Vutek printers enable us to provide the optimum color quality for our printing projects. The Company makes a serious attempt to blend both the commerce part of digital printing with the incredible aesthetics which this medium is capable of presenting. Accordingly, the Company seeks to incorporate its work into the existing environment in such a way that "glorifies" the surrounding landscape. In our view, an advertisement is supposed to be beautiful. Thus, the designers can create elegant work when it is produced on the Vutek digital printers. Through the printers, the Company has developed a 20-year history with major venues.Agreements

~~Business~~Marketing ~~Strategy~~agreements will be put in place with five national sales organizations for the marketing of SKYLYFT products. The combined areas of expertise and geographic locations will enhance SKYLYFT’s presence in advertising. The Company has chosen this group of sales professionals with their established clientele representing various “target markets” as a means of reducing risk of having dependency on only one key sales organization. These organizations will be responsible for achieving contractual sales quotas in their respective markets and will work closely with the Vice President of Sales & Marketing in the Executive Offices in Burbank, California. The company is actively talking with many different advertising agencies also in regards to an acquisition.

~~Marketing~~Y2

~~Skylyft received very positive interest from over ten of the top twenty shopping center mall owners in North America.~~ 4

AtY2 ~~this~~Marketing ~~time,~~is ~~the~~one ~~Company~~of ~~has~~the anation's ~~confidentiality~~largest ~~Agreement~~and ~~with~~fastest ~~Simons~~growing ~~Property~~marketing ~~Group,~~services ~~the~~agencies. ~~largest~~The ~~owner~~business ofbegan ~~shopping~~in ~~malls~~1994 inwith ~~the~~partners ~~world,~~Richard Harshaw and isEdward inEarle, ~~discussions~~and ~~for~~was ~~125~~formerly ofknown ~~their~~as ~~180~~Marketing ~~mall~~Strategies ~~properties~~Inc. ~~The~~From ~~Company~~1994 ~~has~~to ~~signed~~1998, athe ~~beta~~company ~~test~~worked ~~contract~~ with ~~General~~over ~~Growth Properties~~9,000 ~~the~~different ~~2nd~~businesses ~~largest~~in ~~owner~~over of350 ~~mall~~different ~~properties~~industries through seminars, ~~with~~workshops, ~~over~~one-on-one ~~160~~consulting, ~~malls~~and individual consultations. The ~~Company~~results ~~anticipates~~were ~~finalizing~~increases ain ~~Leasing~~sales ~~contract~~and inprofits ~~2008~~for clients by millions of dollars.

InY2 ~~response~~Marketing tois ~~our~~currently ~~recent~~established ~~proposal,~~as ~~the~~a ~~Company~~National ~~anticipates~~Marketing ~~consummation~~Fulfillment ofAgency ~~an agreement early summer~~ with ~~Cafaro Company,~~ the ~~owner~~support of ~~sixteen~~over ~~high-end~~500 ~~malls~~Master inConsulting ~~the~~Agents ~~northeast. In~~skilled ~~addition,~~at ~~Urban~~implementing ~~Retail Properties and CBL Properties which are in~~ the ~~top~~MYM ~~ten~~System. ofSkylyft ~~shopping~~will ~~center~~be ~~owners,~~retaining ~~SKYLYFT~~Y2 ~~has~~to ~~approached~~develop ~~these~~target ~~Companies,~~marketing ~~and~~programs ~~are~~ in ~~the~~order ~~initial process of presenting a proposal~~ to ~~them.~~acquire ~~Houston,~~Advertising ~~Texas~~Contracts ~~based~~with ~~Macerich~~many ~~Mall~~local ~~group has told us they are ready to sign~~ and ~~implement~~National ~~a leasing contract for all their malls upon Skylyft successfully obtaining Advertising contracts~~Advertisers.

~~Assuming~~RMG ~~the Company can sign with any one of these mall owners for 50 or more malls, our Projections for SkyBanr Mini-lift locations can be met.~~II

5RMG II is a Los Angeles, California based Sales, Marketing, Advertising, Media, Post Production and Technology Company with offices in Richmond, Virginia, New Jersey, and Texas. RMG will lead and work with Edward International, The Entertainment Network, Rasheed & Associates, and Atlantic Media Productions to enhance and promote SKYLYFT. Utilizing innovative concepts, RMG II’s main focus for Skylyft will be the facilitation of current market opportunities in advertising placement for malls, sport arenas, cinema, theatres, college, schools and any Multi-chain retail outlets such as Wal-Mart, Target, Rite Aid and Theme Parks.

~~The~~Phyllis ~~Plan~~Roberson, President of RMG II, has 30 years of experience as a consultant and producer for contracts with NBC, FOX, UPN Networks, as well as providing advice in the Sales & Marketing of films and television. Phyllis has also provided international product identification consultancy services in South Africa, Russia, Europe, Africa and India. RMG II has experience in retail and wholesale distribution for corporations such as Revlon, Maybelin, Ultra Sheen, Johnson & Johnson, Conair, Bristol Myers/Clairol, Dark and Lovely Haircare, Sara Lee, and in the publishing industry, both Ebony and Jet Magazines.

WeRMG II will ~~identify~~work ~~and~~closely ~~secure~~with ~~the~~Joe ~~first~~Edwards, ~~50-venue~~CEO ~~locations for the SkyBanr Mini-Lift systems and SKYLYFT “Point~~ of ~~Purchase”~~Edward ~~billboards~~International ~~and~~Sales, ~~our~~on ~~Marketing~~a ~~Groups~~contractual ~~will~~basis ~~use~~for ~~their~~national ~~nation-wide~~advertising ~~contacts~~coverage with ~~National~~major ~~Advertising Agencies and National companies with in-house advertising staff~~retailers. ~~Our~~Joe ~~Marketing~~Edwards ~~Groups~~has ~~will~~a ~~approach~~25 ~~those~~year ~~National~~history ~~Advertisers~~with toWalmart, ~~consummate the financial terms of a 50~~K-~~venue~~Mart, ~~advertising~~Target, ~~campaign~~Dillard ~~contract.~~Department ~~Upon negotiation of 50% of the advertising campaign space~~stores, weRiteAid ~~will begin to negotiate~~ and ~~consummate~~about ~~the~~25 ~~50-venue~~other ~~partnership~~wholesalers ~~agreements.~~with Wecombined ~~will~~distribution ~~start a National rollout~~ of ~~3 double-sided 10’ x~~ 20’,000 ~~“SKYLYFT~~outlets. ~~Remote~~Edwards ~~controlled~~employs ~~Point~~over of35 ~~Purchase~~people ~~billboard~~throughout ~~advertising systems” in each of 50 High Ceiling Venues in~~ the ~~first~~country.RMG 3II ~~months,~~will work with atThe ~~least~~Entertainment ~~a total of 450 billboard faces by end of Year 1 in 74 venues~~Network, ~~and~~which ~~1200~~can ~~billboard faces by end of Year 3 in 200 venues. In Year 1,we will also~~ be ~~simultaneously~~characterized ~~preparing for a World Wide rollout~~ as ~~well as building~~ an ~~exclusive~~aggressive ~~patented~~management ~~online~~firm ~~internet~~with ~~database~~heavy ~~system~~emphasis in ~~real~~the ~~time~~entertainment ~~where~~industry, ~~our~~film, ~~National Advertising clients as well as our Ad Agency associates~~television, ~~Venue Partners~~ and ~~in-house~~special ~~staff~~event ~~can~~marketing ~~access this database in real time for all available SKYLYFT advertising billboard space that is available~~ and ~~also be able to book that space online immediately~~production. ~~This~~Lucrative ~~way, all our advertisers~~ and ~~sales~~high ~~people~~visibility ~~will~~opportunities ~~never~~include ~~double~~layout, ~~book~~complete ~~any~~ad ofcampaign, ~~the~~ad ~~advertising~~placements, ~~space. We will use the revenues from the first 50-venue program to install SKYLYFT “Point of Purchase” billboards~~ and ~~advance~~production ~~into~~on ~~the~~electronic ~~second~~ads ~~50-venue program~~ and ~~continue~~Post ~~to negotiate advertising contracts and installing SKYLYFT “Point of Purchase” billboards systems~~Production.

~~Marketing~~RMG ~~Agreements~~II will also work with Fred Rasheed of Rasheed & Associates, a consulting firm, which promotes Investment opportunities. Fred worked 25 years with NAACP as Executive Director of Operations for Corporate America generating $20 million annually. Current clients include AT&T, Toyota, Denny’s, Food Lion Stores, Coke, Pepsi, Carl Jr., MCI, Quaker Oats, Cook, Budweiser, Microsoft, General Motors, United Airlines, Sony, US Air, and a portfolio of over 100 Fortune 500 companies.

~~Marketing~~RMG ~~agreements~~II will bealso ~~put~~work ~~in place~~ with ~~five~~Franklin ~~national~~Harvey ~~sales organizations for the marketing of Skylyft products~~Jr., ~~The combined areas~~ of ~~expertise~~Atlantic ~~and~~Media ~~geographic locations will enhance Skylyft’s presence in advertising~~Productions. ~~The~~Franklin ~~Company~~was ~~has~~formerly ~~chosen~~a ~~this~~Program ~~group~~Manager ~~of sales professionals~~ with ~~their~~Warner ~~established~~Brothers ~~clientele~~Television ~~representing~~responsible ~~various~~for ~~“target~~the ~~markets”~~production asof atelevision ~~means~~specials, ofdocumentaries, ~~reducing~~30 ~~risk~~and of60 ~~having~~seconds ~~dependency~~commercials, onand ~~only~~up ~~one~~to ~~key~~2-hour ~~sales organization~~films. ~~These~~ ~~organizations~~Franklin’s ~~will~~special beknowledge, ~~responsible~~in ~~for~~marketing, ~~achieving contractual~~ sales, ~~quotas~~special inevents ~~their respective markets~~ and ~~will~~advertisement ~~work~~opportunities ~~closely~~in ~~with~~malls, ~~the~~airports, ~~Vice~~and ~~President~~street ofsign ~~Sales~~promotions &and ~~Marketing~~Signage, inwill ~~the~~enhance ~~Executive~~RMG ~~Offices~~II insupport ~~Burbank,~~of ~~California~~Skylyft.

6The Joe Starr Group of Las Vegas, Nevada, is a National Sales and Marketing Agency with offices in Las Vegas. Its market expertise is with Trade Shows, Convention Centers, Sports Arenas; Automotive Dealerships and Public Buildings. Its recent focus has been on shopping malls and auto dealerships.

Y2In addition, the Salem Group of Vancouver, Canada, will be responsible for the Sales & Marketing of our products and services in the United Arab Emirates and they have started a preliminary introduction of the product into the market place and will be negotiating a contract with the government of the United Arab Emirates.

Y2The ~~Marketing~~Burges isGroup ~~one~~ of ~~the~~Victoria, ~~nation's~~Australia, ~~largest~~is ~~and fastest growing marketing services agencies. The business began~~ in ~~1994~~discussions with ~~partners~~Skylyft ~~Richard~~for ~~Harshaw~~the ~~and~~Sales ~~Edward~~& ~~Earle, and was formerly known as~~ Marketing ~~Strategies~~of ~~Inc.~~our ~~From~~products ~~1994 to 1998, the company worked with over 9,000 different businesses in over 350 different industries through seminars, workshops, one-on-one consulting,~~ and ~~individual~~services ~~consultations. The results were increases~~ in ~~sales and profits for clients by millions of dollars~~Australia.

Y2 Marketing is currently established as a National Marketing Fulfillment Agency with the support of over 500 Master Consulting Agents skilled at implementing the MYM System. Skylyft will be retaining Y2 to develop target marketing programs in order to acquire Advertising Contracts with many local and National Advertisers. 5

~~RMG~~These IIAgencies will be responsible to our Vice President of Sales & Marketing, in the Executive Offices in Burbank, California.

~~RMG~~Equity/Capital II is a Los Angeles, California based Sales, Marketing, Advertising, Media, Post Production and Technology Company with offices in Richmond, Virginia, New Jersey, and Texas. RMG will lead and work with Edward International, The Entertainment Network, Rasheed & Associates, and Atlantic Media Productions to enhance and promote Skylyft. Utilizing innovative concepts, RMG II’s main focus for Skylyft will be the facilitation of current market opportunities in advertising placement for malls, sport arenas, cinema, theatres, college, schools and any Multi-chain retail outlets such as Wal-Mart, Target, Rite Aid and Theme Parks.Resources

~~Phyllis~~The ~~Roberson,~~Company ~~President~~has offinanced ~~RMG~~its ~~II,~~three-year ~~has~~research 30and ~~years~~development offrom ~~experience~~capital asfurnished ato ~~consultant~~the ~~and~~Company ~~producer~~by ~~for~~the ~~contracts with NBC~~President, ~~FOX,~~resulting ~~UPN~~from ~~Networks,~~the asrevenues ~~well~~he asderived ~~providing~~from ~~advice~~murals indesigned for the ~~Sales~~homes &and ~~Marketing~~offices of ~~films~~wealthy corporations and ~~television~~individuals. ~~Phyllis~~These ~~has~~funds ~~also~~have ~~provided~~been ~~international~~substantially ~~product~~expended ~~identification~~and ~~consultancy~~we ~~services~~will inbe ~~South~~dependent ~~Africa,~~upon ~~Russia~~capital to continue our operations, ~~Europe~~in the short-term, ~~Africa~~from ~~and~~proceeds ~~India~~from our previous Private Placement Offering. ~~RMG~~Thereafter, IIwe ~~has~~will ~~experience~~be independent ~~retail~~upon revenues from the leasing and ~~wholesale~~advertising ~~distribution~~of ~~for~~the ~~corporations~~billboards ~~such~~to asowners ~~Revlon,~~of ~~Maybelin~~shopping malls, ~~Ultra~~theatres ~~Sheen,~~and ~~Johnson~~other &high ~~Johnson,~~ceiling ~~Conair,~~venue ~~Bristol~~facilities. ~~Myers/Clairol,~~There ~~Dark~~can ~~and~~be ~~Lovely~~no ~~Haircare,~~assurance ~~Sara~~that ~~Lee,~~such ~~and~~revenues will be realized in ~~the~~a ~~publishing~~timely ~~industry~~manner to permit us to continue operations, ~~both~~unless ~~Ebony~~we ~~and~~can ~~Jet~~generate ~~Magazines~~capital from additional borrowing until proceeds from this equity offering are realized.

RMG II will work closely with Joe Edwards, CEO of Edward International Sales, on a contractual basis for national advertising coverage with major retailers. Joe Edwards has a 25 year history with Walmart, K-Mart, Target, Dillard Department stores, RiteAid and about 25 other wholesalers with combined distribution of 20,000 outlets. Edwards employs over 35 people throughout the country.Competition

7Due to competition from large competitors, we may face difficulties in successfully marketing our products. Further, consumers and/ or advertisers may be unwilling to purchase our products in indoor venues and rely on traditional outdoor mediums.

~~RMG~~The IICompany ~~will~~believes ~~work~~our ~~with~~Proprietary ~~The~~SkyBanr ~~Entertainment~~Mini-Lift™ ~~Network,~~robotic ~~which~~technology ~~can~~and beits ~~characterized~~history asof anthe ~~aggressive~~use ~~management~~of ~~firm~~state-of-the-art ~~with~~digital ~~heavy~~Grand ~~emphasis~~Format advertising printing makes the Company a market leader in competing with existing manual hoisting of advertising billboards for the ~~entertainment~~unused ~~industry,~~ceiling ~~film,~~air ~~television~~space through our 20-year history of developing high quality, beautiful and ~~special~~elegant ~~event~~graphics ~~marketing~~ and ~~production~~innovative design. ~~Lucrative~~ Consequently, the focus is on the indoor billboard market and ~~high~~the ~~visibility~~ability ~~opportunities~~to ~~include~~capture ~~layout,~~a ~~complete~~large adportion ~~campaign,~~of adthis ~~placements,~~market by being the first to offer the SkyBanr Mini-lift system to a wide range of significant advertising companies to secure the competitive advantage. Further the second generation products and ~~production~~services onshould ~~electronic~~provide ~~ads~~innovative and ~~Post~~timely ~~Production~~solutions to the current technology of billboard advertising. However, the Company cannot predict how the market will react to its introduction of the SkyBanr Mini-Lift Hoist and “Second Generation” products.

~~RMG~~Industry II will also work with Fred Rasheed of Rasheed & Associates, a consulting firm, which promotes Investment opportunities. Fred worked 25 years with NAACP as Executive Director of Operations for Corporate America generating $20 million annually. Current clients include AT&T, Toyota, Denny’s, Food Lion Stores, Coke, Pepsi, Carl Jr., MCI, Quaker Oats, Cook, Budweiser, Microsoft, General Motors, United Airlines, Sony, US Air, and ~~a portfolio of over 100 Fortune 500 companies.~~Customers

~~RMG~~The IIMagnitude ~~will also work with Franklin Harvey Jr.,~~ of ~~Atlantic~~Billboard/Advertising ~~Media~~Revenues/Shopping ~~Productions. Franklin~~Mall was formerly a Program Manager with Warner Brothers Television responsible for the production of television specials, documentaries, 30 and 60 seconds commercials, and up to 2-hour films. Franklin’s special knowledge, in marketing, sales, special events and advertisement opportunities in malls, airports, and street sign promotions and Signage, will enhance RMG II support of Skylyft.Statistics

~~The~~According ~~Joe~~to ~~Starr~~research ~~Group~~on the International Council of ~~Las~~Shopping ~~Vegas,~~Centers ~~Nevada~~(icsc.org), the North American billboard market is aan ~~National~~annual ~~Sales~~$25 ~~and~~billion ~~Marketing~~dollar ~~Agency~~industry. ~~with~~Leaseable ~~offices~~square footages of shopping centers and malls in ~~Las~~Canada ~~Vegas~~and United States are 1,546,000,000 square feet, and 6,774,303,136 square feet, respectively. ~~Its~~There ~~market~~are ~~expertise~~1,200 isSuper ~~with~~Malls ~~Trade~~in ~~Shows~~the United States, ~~Convention~~which ~~Centers~~equates to the above square footage. In the year 2006, ~~Sports~~the ~~Arenas;~~number ~~Automotive~~of ~~Dealerships~~adults ~~and~~shopping ~~Public~~per ~~Buildings~~month was 196.6 ~~Its~~million, ~~recent~~or ~~focus~~just ~~has~~over ~~been~~2 onbillion per year. In 2007, shopping ~~malls~~centers accounted for $2.12 trillion dollars in consumer spending, representing 51% of total retail sales in the US, excluding sales by automotive dealers. Visual exposure with billboard advertising in the future will become a significant and ~~auto~~a ~~dealerships~~profitable industry.

In ~~addition~~2008, the ~~Salem~~advertising ~~Group~~industry ofas ~~Vancouver,~~was ~~Canada,~~reported ~~will~~by beUniversal ~~responsible~~McCann ~~for~~who ~~the~~is ~~Sales~~a &very ~~Marketing~~strong preparer of ~~our~~advertising ~~products~~industry ~~and~~results, ~~services~~reported $294 billion in ~~the~~revenues ~~United~~in ~~Arab~~North ~~Emirates~~America ~~and~~from ~~they~~the ~~have~~advertising ~~started~~industry, a$663 ~~preliminary~~billion ~~introduction~~worldwide. ofWith ~~the~~this ~~product~~is ~~into~~mind, ~~the~~SKYLYFT ~~market~~as ~~place~~a ~~and~~media ~~will~~network behas ~~negotiating~~created a ~~contract~~very ~~with~~unique ~~the~~opportunity ~~government~~for ofadvertisers ~~the~~to ~~United~~get ~~Arab~~their ~~Emirates.~~message out.

~~The~~Over ~~Burges~~14,000 ~~Group~~radio ofstations ~~Victoria~~did $19 billion revenues, ~~Australia~~2700 plus broadcast television stations, untold cable & satellites $67 billion. Almost 2400 Daily & Sunday newspapers brought home another $42 billion, new media which is ininternet ~~discussions~~driven ~~with~~is ~~Skylyft~~really ~~for~~shifting more and more as we know it out to the ~~Sales~~internet. &Direct ~~Marketing~~mail $64 billion, magazines $25 billion, outdoor advertising $25 billion and once again untold specialty and alternative advertising plus branding marketing and public relations. SKYLYFT has created a very niche position within. This magnificently huge industry is under a great deal of ~~our~~change. ~~products~~So it’s a magnificent innovation to fit into an industry that needs new ideas and ~~services~~needs new change and obviously you can see that $653 billion is a great force globally. SKYLYFT estimates that there is a market potential for one double-sided SkyBanr Mini-lift for each 100,000 square feet of Mall or High ceiling venue space. The current average billboard (10' by 20') advertising rate for one side in ~~Australia~~US is $3,500 to $20,000 per month with a minimum 3-month contract, plus production costs and installation of the billboard.

~~These Agencies will be responsible to our Vice President of Sales & Marketing, in the Executive Offices in Burbank, California.~~6

8As a direct result of the decision to move to digital technology, the SkyBanr Mini-Lift™ System was developed for the purpose of efficiently handling the new, large-format prints, which create a dramatic and revolutionary advertising media.

~~Equity/Capital~~In ~~Resources~~summary SKYLYFT as an operation, can control and manage the manufacturing and installation of SkyBanr Mini-lift Systems as well as to Design and Print the Advertising Billboards and rotate this advertising media: seamlessly, economically and efficiently.

~~The~~Potential Company has financed its three-year research and development from capital furnished to the Company by the President, resulting from the revenues he derived from murals designed for the homes and offices of wealthy corporations and individuals. These funds have been substantially expended and we will be dependent upon capital to continue our operations, in the short-term, from proceeds from our previous Private Placement Offering. Thereafter, we will be dependent upon revenues from the leasing and advertising of the billboards to owners of shopping malls, theatres and other high ceiling venue facilities. There can be no assurance that such revenues will be realized in a timely manner to permit us to continue operations, unless we can generate capital from additional borrowing until proceeds from this equity offering are realized.Markets

~~Competition~~ The targeted markets are venues with high ceilings. The venues include the following: Shopping malls; Airports; Trade and Convention centers; Movie theatres; Live theatres; Automotive dealerships; Clubs and bars; Sporting arenas; Chain stores; Hotels; Train stations Public libraries

~~Due~~The toCompany ~~competition~~is ~~from~~currently ~~large competitors, we may face difficulties~~ in ~~successfully~~negotiations ~~marketing our products. Further, consumers~~ and/ or ~~advertisers~~has ~~may~~reasons ~~be unwilling~~ to ~~purchase~~anticipate ~~our~~agreements ~~products~~with inmany ~~indoor~~of ~~venues~~these ~~and~~companies ~~rely~~within onthe ~~traditional~~near ~~outdoor mediums.~~ future:

~~The~~Big ~~Company~~Box ~~believes~~Stores: ~~our~~Target, ~~Proprietary SkyBanr Mini~~Wal-~~Lift™~~Mart, ~~robotic~~Costco, ~~technology~~Future and its history of the use of state-of-the-art digital Grand Format advertising printing makes the Company a market leader in competing with existing manual hoisting of advertising billboards for the unused ceiling air space through our 20-year history of developing high qualityShop, ~~beautiful and elegant graphics and innovative design. Consequently~~Superstore, ~~the~~Virgin ~~focus is on the indoor billboard market~~ and ~~the~~Best ~~ability~~Buy toPublic ~~capture~~Venues: aVancouver ~~large~~Public ~~portion~~Library ofChain ~~this~~Stores: ~~market~~Macy’s, by being the first to offer the SkyBanr Mini-lift system to a wide range of significant advertising companies to secure the competitive advantage. Further the second generation products and services should provide innovative and timely solutions to the current technology of billboard advertising. HoweverNordstrom’s, ~~the~~Robinson ~~Company~~May ~~cannot predict how the market will react to its introduction of the SkyBanr Mini-Lift Hoist~~ and ~~“Second~~The ~~Generation” products.~~Bay

9Theatres: AMC, Century, Edwards, Regal, United Artists, Muvico Theatres, Signature Theatres, Galaxy Cinemas, Harkins Theatres

~~Industry~~Film Distributors: Sony, Universal, Buena Vista Pictures, Paramount, MGM and ~~Customers~~Disney

~~The~~Advertising ~~Magnitude~~Agencies: ofY ~~Billboard/~~2 Marketing, RMG II, Edwards International, Entertainment Network, Rasheed & Associates, Mid -Atlantic Advertising ~~Revenues/Shopping~~Agency, ~~Mall~~Delta ~~Statistics~~Sales Force and the Joe Starr Group

~~According~~National toAdvertisers: ~~research~~Polo, onSean ~~the~~John, ~~International~~Victoria’s ~~Council of Shopping Centres (icsc.org)~~Secrets, ~~the North American billboard market is an annual $25 billion dollar industry. Leaseable square footages of shopping centers and malls in Canada and United States are 1~~RocaWear,~~546,000,000~~ ~~square feet~~Gap, ~~and~~Sunglass 6Hut,~~774,303,136~~ ~~square feet~~Zales, ~~respectively. There are 1~~Frito-Lay,~~200~~ ~~Super Malls in the United States~~Microsoft, ~~which~~Levi ~~equates~~Strauss to& ~~the above square footage~~Co. In, ~~the~~Sony, ~~year~~Labatts, ~~2006~~Miller, ~~the number of adults shopping per month was 196.6 million~~Coors, orExpress ~~just over 2 billion per year. In 2007~~Group, ~~shopping centres accounted for $2.12 trillion dollars in consumer spending~~Revlon, ~~representing 51% of total retail sales in the US~~Pepsi, ~~excluding sales by automotive dealers. Visual exposure with billboard advertising in the future will become a significant and a profitable industry.~~Coke

AnShopping ~~April~~Malls: ~~18th,~~Simon ~~2002~~Property ~~article~~Group, byGeneral ~~the~~Growth ~~International~~Properties, ~~Council~~Cafaro ~~of Shopping Centres~~Company, ~~clearly~~Urban ~~demonstrates~~Retail aProperties, ~~remarkable~~Metrotown ~~recovery~~Property inManagement, ~~the~~CBL ~~wake~~Properties, ofRichmond ~~the~~Centre, ~~September 11 attacks. Developers and retailers are predicting the strongest year ever in the marketplace. During February and March 2003~~Westfield, ~~sales~~Macerich ~~increased more than 6% over the comparable period in the previous year~~company.

~~Skylyft~~Automotive ~~estimates~~Distributors: ~~that there is a market potential for one double-sided SkyBanr Mini-lift for each 100~~Ford,~~000~~ ~~square feet of mall space. The current billboard (10' by 20') advertising rate for one side in US is $2~~GMC,~~500~~ ~~to $10~~Mercedes,~~000~~ ~~per month with a minimum 3-month contract, plus production costs and installation of the billboard.~~BMW

AsAirports: aLas ~~direct~~Vegas, ~~result~~Oakland, ofUtah ~~the~~City, ~~decision~~Chicago, ~~to move to digital technology~~Vancouver, ~~the SkyBanr Mini-Lift™ System was developed for the purpose of efficiently handling the new~~Houston, ~~large-format~~San ~~prints~~Francisco, ~~which~~New ~~create~~York ~~a dramatic and revolutionary advertising media.~~ (JFK)

~~Potential~~Patents, ~~Markets~~Trademarks, License, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

The ~~targeted~~SkyBanr ~~markets~~Mini-Lift ~~are~~system ~~venues~~patent ~~with~~is ~~high~~pending ~~ceilings~~in United States and Canada. ~~The~~It ~~venues~~also ~~include~~has a Patent co-operation Treaty application for the ~~following:~~European Patent rights with a priority filing date as of November 9, 1999.

~~Shopping malls;~~ 7

~~Airports;~~Government Approval and Regulation of Industry

The Company will be subject to various federal, state and local laws affecting its manufacturing and sales business. The Federal Trade Commission and ~~Convention~~equivalent ~~centers;~~state agencies regulate advertising and representations made by businesses in the sale of their products, which may apply to us. We will also be subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general.

~~Movie~~Research ~~theatres;~~and Development

~~Live~~Research ~~theatres;~~and Development Costs -- Expenditures for research activities relating to product development and improvement are charged to expense as incurred. Such expenditures amounted to $10,000 in 2003 for the issuance of 10,000,000 shares of common stock at par value of $.001.

~~Automotive dealerships;~~ Workforce

~~Clubs~~We currently have five director/ executive officers, and ~~bars;~~four significant employees.

~~Sporting~~Code ~~arenas;~~of Ethics

~~Chain~~The ~~stores;~~Company has adopted a "Code of Ethics for Directors, Officers and Employees" that applies to all employees, including our executive officers. A copy of our Code of Ethics for Directors, Officers and Employees was be filed with the Securities and Exchange Commission as Exhibit 14.1 to the Registration Statement, field on December 21, 2006.

Hotels;

Train stations

Public libraries

The Company is currently in negotiations and/ or has reasons to anticipate agreements with many of these companies within the near future:

Big Box Stores: Target, Wal-Mart, Costco, Future Shop, Superstore, Virgin and Best Buy

Public Venues: Vancouver Public Library

Chain Stores: Macy’s, Nordstrom’s, Robinson May and The Bay

Theatres: AMC, Century, Edwards, Regal, United Artists, Muvico Theatres, Signature Theatres, Galaxy Cinemas, Harkins Theatres

Film Distributors: Sony, Universal, Buena Vista Pictures, Paramount, MGM and Disney

Advertising Agencies: Y 2 Marketing, RMG II, Edwards International, Entertainment Network, Rasheed & Associates, Mid -Atlantic Advertising Agency, Delta Sales Force and the Joe Starr Group

National Advertisers: Polo, Sean John, Victoria’s Secrets, RocaWear, Gap, Sunglass Hut, Zales, Frito-Lay, Microsoft, Levi Strauss & Co., Sony, Labatts, Miller, Coors, Express Group, Revlon, Pepsi, Coke

Shopping Malls: Simon Property Group, General Growth Properties, Cafaro Company, Urban Retail Properties, Metrotown Property Management, CBL Properties, Richmond Centre, Westfield, Macerich company.

Automotive Distributors: Ford, GMC, Mercedes, BMW

Airports: Las Vegas, Oakland, Utah City, Chicago, Vancouver, Houston, San Francisco, New York (JFK)

Patents, Trademarks, License, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

The SkyBanr Mini-Lift system patent is pending in United States and Canada. It also has a Patent co-operation Treaty application for the European Patent rights with a priority filing date as of November 9, 1999.

Government Approval and Regulation of Industry

The Company will be subject to various federal, state and local laws affecting its manufacturing and sales business. The Federal Trade Commission and equivalent state agencies regulate advertising and representations made by businesses in the sale of their products, which may apply to us. We will also be subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general.

Research and Development

Research and Development Costs -- Expenditures for research activities relating to product development and improvement are charged to expense as incurred. Such expenditures amounted to $10,000 in 2003 for the issuance of 10,000,000 shares of common stock at par value of $.001.

Workforce

We currently have five director/ executive officers, and four significant employees.

Code of Ethics

The Company has adopted a "Code of Ethics for Directors, Officers and Employees" that applies to all employees, including our executive officers. A copy of our Code of Ethics for Directors, Officers and Employees was be filed with the Securities and Exchange Commission as Exhibit 14.1 to the Registration Statement, field on December 21, 2006,

Item 2. Description of Property

Our executive offices are located at 100 East Verdugo, Burbank, California 91502 Burbank, California 91502. The monthly lease is $2,~~645~~724 and is paid by the Company.

Item 3. Legal Proceedings

We are not a party to any legal proceedings, nor are we aware of any proceedings contemplated by a governmental authority.

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

No matters were submitted to a vote of security holders during the fourth quarter of ~~2007~~2008.

13Part II

PART II

Item 5. Market for Common Equity and Related Stockholder Matter

Market Information

There currently is no public market for our common stock. Private sales or transfers are permitted under the respective state and Federal securities laws, subject to compliance with exemptions set forth under the respective statutory guidelines.

Holders

As of December 31, ~~2007~~2008, we had about 6567 shareholders of record.

Dividend Policy

Holders of the Company’s Common Stock are entitled to receive dividends from funds legally available for distribution if the Board of Directors declares them. Any such dividends may be paid in cash, property, or shares of the Company’s common stock. The Company has not declared or paid any cash dividends and does not intend to pay cash dividends in the foreseeable future on the shares of its Common Stock. Cash dividends, if any, that may be paid in the future to holders of Common Stock will be payable when, as, and if declared by the Board of Directors of the Company, based upon the Board’s assessment of the financial condition of the Company, its earnings, its need for funds, to the extent the preferred stock has a prior claim to dividends, and other factors including any applicable laws. We are not currently a party to any agreement restricting the payment of dividends. 8

Holders of the Company’s Common or Preferred Stock are entitled to receive dividends from funds legally available for distribution if the Board of Directors declares them. Any such dividends may be paid in cash, property, or shares of the Company’s common stock. The Company has not declared or paid any cash dividends and does not intend to pay cash dividends in the foreseeable future on the shares of its Common Stock. Cash dividends, if any, that may be paid in the future to holders of Common Stock will be payable when, as, and if declared by the Board of Directors of the Company, based upon the Board’s assessment of the financial condition of the Company, its earnings, its need for funds, to the extent the preferred stock has a prior claim to dividends, and other factors including any applicable laws. We are not currently a party to any agreement restricting the payment of dividends.

Securities Authorized for Issuance Under Equity Compensation Plans and Individual Compensation Arrangements

The following table shows information as of December 31, ~~2007~~2008 with respect to 2003 Stock Plan and 2003 Non-Employee Director Stock Option Plan under which our equity securities are authorized for issuance to employees or non-employees.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders	2,000,000	N/A	900,000
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	2,000,000	N/A	900,000

Shares Eligible for Future Sale

To date, there has been no public market for our common stock. In the event a public market for our shares develops, future sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices from time to time. Further, since only a limited number of shares will be available for sale shortly after this offering because of certain contractual and legal restrictions on resale described below, sales of substantial amounts of our common stock in the public market after the restrictions lapse could adversely affect the then-prevailing market price and our ability to raise equity capital in the future.

Sales of Restricted Shares

As of December 31, ~~2007~~2008, we had issued and outstanding an aggregate of 26,~~062~~436,~~995~~527 shares of common stock.

1026,~~806~~298,~~705~~527 shares have already been outstanding for more than six months and are, pending satisfaction of certain ~~pre-requisites~~prerequisites, eligible for transfer under the auspices of Rule 144..

14The remaining 138,000 shares of our common stock, held by existing stockholders as of December 31, 2008, are restricted shares. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 of the Securities Act, which are summarized below.

The remaining 15,256,290 shares of our common stock, held by existing stockholders as of December 31, 2007, are restricted shares. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 of the Securities Act, which are summarized below.

Rule 144

Shares of our common stock held by affiliates will be eligible for sale in the public market, subject to certain volume limitations and the expiration of applicable holding periods, under Rule 144 of the Securities Act. In general, under Rule 144, persons who have not been an affiliate of the Company at any time during the ninety (90) days preceding the sale who have beneficially owned restricted shares for at least six months are entitled to sell their shares so long as the Company is current in its filings with the SEC. Affiliates who have beneficially owned restricted shares for at least six months are entitled to sell within any three-month period the number of shares which does not exceed the greater of one percent (1%) of the number of shares of common stock then outstanding or, if the Company is listed on an Exchange, the average weekly trading volume of the common stock during the four calendar weeks preceding the date on which notice of such sale was filed under Form 144 with the SEC. Sales by affiliates under Rule 144 are also subject to manner of sale and notice requirements and to the availability of current public information about us. Under Rule 144(b)(1)(i), a person who has not been one of our affiliates at any time during the ninety (90) days preceding a sale and who has beneficially owned the shares proposed to be sold for at least one year, may resell the shares of common stock without complying with the public information requirements of Rule 144.

with the SEC. Sales by affiliates under Rule 144 are also subject to manner of sale and notice requirements and to the availability of current public information about us. Under Rule 144(b)(1)(i), a person who has not been one of our affiliates at any time during the ninety (90) days preceding a sale and who has beneficially owned the shares proposed to be sold for at least one year, may resell the shares of common stock without complying with the public information requirements of Rule 144.

Rule 701

Rule 701 provides that the shares of common stock acquired upon the exercise of currently outstanding options or other rights granted under our equity plans may be resold, by persons, other than affiliates, restricted only by the manner of sale provisions of Rule 144, and by affiliates in accordance with Rule 144, without compliance with its one-year minimum holding period.

Recent Sales of Unregistered Securities

As of December 31, ~~2007~~2008, we have issued 26,~~062~~436,~~995~~527 unregistered securities. We believe that all of the issuances were made in transactions exempt under Section 4(2) of the Securities Act.

During the year ended December 31, ~~2007~~2008, the Company sold an aggregate of ~~317~~310,~~500~~532 shares of common stock in consideration for $ ~~317~~310,~~500~~532 or $1.00 per share through a private placement to approximately 3810 individuals and issued 63,000 shares of common stock for services valued at $63,000 or $1.00 per share. ~~On October 1, 2007, the Company issued 250,000 shares of common stock in consideration for $250,000 or $1.00 per share for computer equipment, furniture and a customer list.~~

On October 1, 2007, the Company issued 250,000 shares of common stock in consideration for $250,000 or $1.00 per share for computer equipment, furniture and a customer list.

Item 6. Management’s Discussion and Analysis or Plan of Operations

Plan of Operations

The Company will continue to manufacture and market the patent pending, grand format, media rotation system, the "SkyBanr Remote Controlled Mini-Lift".

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Revenues:

The Company generated $ ~~136~~36,~~123~~831 for the year ended December 31, ~~2007~~2008, as compared to $ 92136,~~060~~123 for the year ended December 31, ~~2006~~2007. This ~~increase~~decrease is mainly due to sales.

Operating Expenses:

The Company incurred total operating expenses of $ ~~623~~723,~~705~~853 for the year ended December 31, ~~2007~~2008 as compared to $ ~~488~~623,~~941~~705 for the year ended December 31, ~~2006~~2007. The increase was primarily due to increase in expenses, wages, and cost of preparing and filing audits and documents in accordance with being a public reporting company to the SEC ~~as of January 21, 2007.~~

Net income (loss):

The Company had net loss of $ (~~489~~688,~~995~~885) for the year ended December 31, ~~2007~~2008 as compared to a net loss of $ (~~398~~489,~~863~~995) for the year ended December 31, ~~2006~~2007. The increase was primarily due to increase in expenses, wages, decrease in sales and cost of preparing and filing audits and documents in accordance with being a public reporting company to the SEC ~~as of January 21, 2007~~.

Liquidity and Capital Resources

~~In the years ended December 31, 2007, we had cash and cash equivalents of $ 25,608.~~ 10

~~Our~~In ~~operating~~the ~~activities used $ 340,589 and $ 353,840 in~~ years ended December 31, ~~2007 and 2006~~2008, ~~respectively.~~we ~~Changes~~had incash ~~accounts payable~~ and ~~accrued~~cash ~~expenses~~equivalents ~~were~~of ~~16,194~~$ ~~in 2007~~11,767.

~~Cash~~Our ~~provided~~operating ~~from~~activities ~~financing~~used ~~activities~~$ ~~decreased~~324,373 toand $ ~~317~~340,~~500~~544 in years ended December ~~2007~~31, ~~from~~2008 $and ~~398~~2007,~~281~~ inrespectively. ~~December~~Changes ~~2006,~~in ~~primarily~~accounts ~~due~~payable toand ~~decrease~~accrued ofexpenses ~~investments~~were by34,307 ~~shareholders.~~in 2008.

Cash provided from financing activities decreased to $ 310,532 in December 2008 from $ 317,500 in December 2007, primarily due to decrease of investments by shareholders.

Significant Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 2 of the Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

Cash and Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash have been included in, and are a significant portion of, the cash and cash equivalents balances.

Revenue Recognition

Sales are recorded when products are shipped to customers. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures.

Income Taxes

The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax basis of the Company’s assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Loss per Share

The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).

Intangible and Long-Lived Assets

Property and equipment are stated at cost and are depreciated principally on methods and at rates designed to amortize their costs over their estimated useful lives.

The estimated service lives of property and equipment are principally as follows:

Furniture and fixtures 5- 10 years

Furniture and fixtures	5-10 years
Computer equipment	3- 5 years
Computer software	2- 7 years

Computer equipment 3- 5 years

Computer software 2- 7 years

Intangible Asset: Patents and intellect costs are amortized over a straight-line method for forty years, the legal life of the patent. (See Note-F on the Note of Financial Statements)

Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. Actual results could differ from those estimates.

Stock-Based Compensation

SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, “Accounting for stock issued to employees” (APB 25) and related interpretations with proforma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Valuation of shares for services is based on the estimated fair market value of the services performed.

Segment Reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. SFAS 131 has no effect on the Company's financial statements as substantially all of the Company's operations are conducted in one industry segment.

Recent Accounting Pronouncements

In November 2004, the FASB has issued FASB Statement No. 151, "Inventory Costs, an Amendment of ARB No. 43, and Chapter 4" ("FAS No. 151"). The amendments made by FAS No. 151 are intended to improve financial reporting by clarifying that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and by requiring the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities.

The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The provisions of FAS No. 151 will be applied prospectively. The Company does not expect the adoption of FAS No. 151 to have a material impact on its consolidated financial position, results of operations or cash flows.

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees. FAS No. 123R is effective beginning in the Company's first quarter of fiscal 2006. The Company believes that the adoption of this standard will have no material impact on its financial statements.

fair value of stock options and other equity-based compensation issued to employees. FAS No. 123R is effective beginning in the Company's first quarter of fiscal 2006. The Company believes that the adoption of this standard will have no material impact on its financial statements.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The Company believes that the adoption of this standard will have no material impact on its financial statements.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES." EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the Financial Accounting Standards Board (FASB) delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company will evaluate the impact of EITF 03-01 once final guidance is issued.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement applies to all voluntary changes in accounting principle and requires retrospective application to prior periods' financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

December 15, 2005. The Company is evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides guidance on determining the amortization period for leasehold improvements acquired in a business combination or acquired subsequent to lease inception. The guidance in EITF 05-6 will be applied prospectively and is effective for periods beginning after June 29, 2005. EITF 05-6 is not expected to have a material effect on its consolidated financial position or results of operations.

In December 2004, the FASB issued FASB No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123." FASB Statement No. 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. FASB No. 123R is effective beginning January 1, 2006. FASB Statement No. 123R on is not expected to have a material effect on its consolidated financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement applies to all voluntary changes in accounting principle and requires retrospective application to the prior periods’ financial statements of changes in accounting principle, unless this retrospective application would be impracticable. This statement also makes a distinction between “retrospective application” of an accounting principle and the “restatement” of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal

~~years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this statement will have on its financial position, cash flows and results of operations.~~13

changes in accounting principle, unless this retrospective application would be impracticable. This statement also makes a distinction between “retrospective application” of an accounting principle and the “restatement” of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this statement will have on its financial position, cash flows and results of operations.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140.” This Statement amends FASB Statements No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This Statement resolves issues addressed in FASB Statement No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” The Company believes that the adoption of this standard will have no material impact on its consolidated financial statements.

In March 2006 FASB issued SFAS 156, “Accounting for Servicing of Financial Assets.” This Statement amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement: (1) Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract; (2) Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; (3) Permits an entity to choose ‘Amortization method’ or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities; (4) At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a server elects to subsequently measure at fair value; (5) Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the Balance Sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements.

Item 7. Financial Statements

	Page
Index	3026
Report of Independent Registered Public Accounting Firm	3127
Consolidated Statements of Operations and Deficit	3228
Consolidated Balance Sheets	3329
Consolidated Statements of Stockholders’ Equity (Deficit)	3430
Consolidated Statements of Cash Flows	3531
Notes to the Consolidated Financial Statements	3632-4036

Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 8A. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that a company files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this annual report on Form 10-KSB, that our disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary whether:14

Our Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this annual report on Form 10-~~KSB~~K, that our disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary whetherthis annual report on Form 10-K contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which those statements were made, not misleading with respect to the period covered by this annual report on Form 10-~~KSB~~K, and the financial statements, and other financial information included in this annual report on Form 10-~~KSB~~K, fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented in this annual report on Form 10-~~KSB~~K.

There have been no significant changes in our internal controls or in other factors since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.

Item 8B. Other Information

There was no material information during the fourth quarter of ~~2007~~2008 not previously reported.

PART III

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

Management and Board of Directors

The following table sets forth the name, age and position of each of our directors and executive officers as of December 31, ~~2007~~2008:

Name	Age	~~Age~~Position	~~Position~~
Richard D. S. Yanke	48	46President, CEO, Secretary, and Director	~~President, CEO, Secretary, and Director~~
Greg Guido	51	47Chief Financial Officer	~~Chief Financial Officer~~
Damien A. Aranche	38	37Executive Vice President Sales and Marketing	~~Vice President Sales and Marketing~~
J. Michael Metcalf		68	Vice President of Finance
Gary Severs	56	Executive Vice President Marketing & Investor Relations
Tim Miner		42	Vice President Sales and Investor Relations
Lee P. Robinson	52	Vice President of Business Development
Gary E. Tynan		54	International Marketing Consultant
Brian A. Regalbuto	55	Vice President Investor Relations and Communications
Stuart A. Moir		43	Canadian Consulting Counsel
Gary E. Tynan	57	International Marketing Consultant
Ralph E. Harrison II		33	Unites States Consulting Counsel
Stuart A. Moir	46	Canadian Consulting Counsel
Dennis M. Absher		58	Marketing & Strategic Planning Consultant
Ralph E. Harrison II	36	Unites States Consulting Counsel
Larry Shamhart		48	Director
Dennis M. Absher	58	Marketing & Strategic Planning Consultant
Larry Shamhart	49	Director

The following is a brief description of the business experience during the past five years of each of the above-named persons: (a) Directors and Executive Officers Richard D.S. Yanke, Founder, President, Chief Executive Officer, and Director

(Mr. Yanke is the Founder, President, C.E.O, Director, and the Inventor of the SkyBanr Mini-Lift system with 26 years of experience in the industry. He is a~~) Directors~~ 4th generation decorative and ~~Executive~~advertising ~~Officers~~artist and interior designer with an Inter-

~~Richard D.S. Yanke, Founder, President, Chief Executive Officer, and Director~~ 15

Mr. Yanke is the Founder, President, C.E.O, Director, and the Inventor of the SkyBanr Mini-Lift system with 26 years of experience in the industry. He is a 4th generation decorative and advertising artist and interior designer with an Inter-Provincial Certificate from the Saskatchewan Technical Institute. Mr. Yanke has also been awarded the instructors award in the subject. He has worked closely with high profile clients such as Disney, NBC Studios and Sony in designing and producing projects. Mr. Yanke is also the founder of Image 79 Studios, a company found in 1979 that has provided grand format printing services in Canada and the United States for the last 7 years. Image 79 Studios was among the first companies in North America to offer grand format digital printing. Prior to the advent of grand format digital imaging, Image 79 Studios offered traditional grand format imaging services and employed up to 50 artisans. In April of 2002, 2003, 2004, and 2005, President Bush appointed Mr. Yanke to the National Business Advisory Counsel for Small and Medium Business and Honorary Chairman to represent California, and received the National Leadership Award and Gold Medal. Mr.Yanke also received the Businessman of the Year award in 2005.

21Gregory F. Guido, Chief Financial Officer

The Company's previous Chief Financial Officer, Anthony Sharpless, passed away on April 11, 2007. On April 12, 2007, Mr. Gregory F. Guido, was designated as the new Chief Financial Officer of the Company. Mr. Guido will be responsible for all financial aspects of the Company, including budgeting, management, and financial reporting.

~~The~~Prior ~~Company's~~to ~~previous~~joining ~~Chief~~Skylyft, ~~Financial~~Mr. ~~Officer,~~Guido ~~Anthony~~was ~~Sharpless,~~employed ~~passed~~as ~~away~~a onpartner ~~April~~and ~~11,~~Chief ~~2007.~~Executive OnOfficer ~~April~~with ~~12,~~Global ~~2007~~Service Group, MrL.L.C ~~Gregory F~~("Global"). ~~Guido was~~He ~~designated~~concentrated ashis ~~the~~efforts ~~new~~in ~~Chief~~financial ~~Financial~~consulting, ~~Officer~~developing ofstrategies ~~the~~for ~~Company~~individuals and corporations seeking to work on a global basis. Mr. Guido's ~~will~~employment bewith ~~responsible~~"Global" ~~for~~began ~~all~~in ~~financial~~May ~~aspects~~ of ~~the~~2002. ~~Company,~~Mr. ~~including~~Guido ~~budgeting,~~currently ~~management,~~acts ~~and~~as ~~financial~~a ~~reporting~~part-time CFO for several private companies.

~~Prior to joining Skylyft,~~ Mr. Guido ~~was~~received ~~employed~~his asBachelor aof ~~partner~~Business ~~and~~Administration ~~Chief~~in ~~Executive~~1978 ~~Officer~~from ~~with~~Loyola ~~Global~~University ~~Service~~in ~~Group~~Chicago, LIllinois.~~L.C~~ ~~("Global")~~Mr. HeGuido ~~concentrated~~received his ~~efforts~~Masters inof ~~financial~~Science ~~consulting,~~in ~~developing~~Taxation ~~strategies~~in ~~for~~1981 ~~individuals~~from ~~and~~DePaul ~~corporations~~University, ~~seeking~~located toin ~~work~~Chicago, onIL. aUpon ~~global~~graduation, ~~basis.~~ Mr. Guido's ~~employment~~began ~~with~~his ~~"Global"~~career ~~began~~ in ~~May~~taxation ofat ~~2002. Mr.~~KPMG ~~Guido~~Peat ~~currently~~Marwick, ~~acts~~where ashe designed and formulated energy ventures for a ~~part~~variety of energy-~~time~~related ~~CFO~~companies. He also analyzed a number of advantageous tax strategies for ~~several~~many ~~private~~public companies.

MrDamien A. ~~Guido received his Bachelor of Business Administration in 1978 from Loyola University in Chicago~~Aranche, ~~Illinois.~~Vice ~~Mr.~~President ~~Guido received his Masters~~ of ~~Science~~Sales ~~in Taxation in 1981 from DePaul University, located in Chicago, IL. Upon graduation, Mr. Guido began his career in taxation at KPMG Peat Marwick, where he designed~~ and ~~formulated energy ventures for a variety of energy-related companies. He also analyzed a number of advantageous tax strategies for many public companies.~~ Marketing

Mr. ~~Guido~~Aranche ~~holds~~is ~~designations~~the asVice President of Sales and Marketing. He has a ~~Personal~~Bachelor ~~Financial~~of ~~Specialist~~Science ~~(1995)~~in Business and Management from Rouen Graduate School and Management in France. He also received a graduate degree in international business from Ceoppead, ~~Certified~~Rio ~~Financial~~de ~~Planner~~Janeiro ~~(1994)~~in Brazil. Mr. Aranche was the Marketing and Sales manager for Hexis, a French company that imports and ~~Certified~~distributes ~~Public~~materials ~~Accountant~~for ~~(1980)~~the outdoor printing industry. Mr. Aranche managed the Hexis corporate head quarters in Los Angeles, California and was instrumental in establishing the French company’s presence in the United States and was responsible for increasing sales by 100% every year for over a 4 years period. Mr. Aranche is fluent in many languages as French, Spanish and Portuguese. Mr. Aranche also worked with the prestigious ELF oil firm from France and was responsible for all cost control and audit of one their largest projects in Germany.

~~Damien~~Gary ~~A. Aranche~~Severs, Executive Vice President Marketing & Investor Relations, Has over 20 years experience in the financial services industry, manufacturing and software industries. Mr. Severs specializes in business development, business analysis, marketing, and project management. Gary Severs is a graduate of ~~Sales~~Marquette University, attending on an ROTC scholarship and ~~Marketing~~a former United State Naval Officer.

MrLee P. ~~Aranche~~Robinson, ~~is the~~ Vice President of ~~Sales~~Business ~~and~~Development. ~~Marketing~~Mr. HeRobinson has athirty ~~Bachelor~~two ofyears ~~Science~~experience in ~~Business~~sales and ~~Management~~marketing from ~~Rouen~~such ~~Graduate~~companies ~~School~~as ~~and~~AT&T, ~~Management in France. He also received a graduate degree in international business from Ceoppead~~MCI, ~~Rio~~and dePacific ~~Janeiro in Brazil~~Bell. ~~Mr.~~He ~~Aranche~~ was the ~~Marketing~~account ~~and Sales~~ manager for ~~Hexis,~~such acompanies ~~French~~as ~~company~~Colonial ~~that~~Life ~~imports~~ and ~~distributes~~Accident ~~materials for the outdoor printing industry. Mr. Aranche managed the Hexis corporate head quarters in Los Angeles, California~~ and ~~was~~Ohio ~~instrumental~~Capital inAmerica ~~establishing~~Insurance ~~the~~Companies ~~French~~of ~~company’s presence in the United States and was responsible for increasing sales by 100% every year for over a 4 years period~~Cleveland. Mr. ~~Aranche~~Robinson ~~is fluent in many languages as French, Spanish and Portuguese. Mr. Aranche~~ also ~~worked~~manages ~~with~~ the ~~prestigious~~venture ~~ELF~~capital ~~oil~~portfolios ~~firm from France and was responsible~~ for ~~all~~numerous ~~cost~~accredited ~~control and audit of one their largest projects in Germany~~Investors.

JBrian A. ~~Michael Metcalf~~Regalbuto, Vice President Investor Relations and Communications. Mr. Regalbuto graduated Cum Laude from California State Polytechnic University, Pomona with a Bachelor of Science in Finance, Insurance and ~~Director~~Real Estate. Since that time he has had over 25 years work experience as a Tax Account, Real Estate Broker, Securities Salesperson, Sales Trainer, Educator, Investment Public Speaker, and Small Business Consultant. As a regional manager for ABC Income Tax and Bookkeeping he was responsible for developing several seminars using multimedia techniques covering Estate Planning, Financial Planning, IRA Investing, 401-K Plans, New Tax Law Strategy, and Building a Business. His advice guided several small businesses to take advantage of Small Business Administration programs thereby increasing their sales 100%.

~~Mr.~~Garry ~~Metcalf is a Graduate of the University of Washington with a BA in marketing~~E. ~~While~~ ~~in College he was active in both crew and boxing. His business career spans 30 years in the financial community~~Tynan, ~~both~~Sales ~~as a registered NASD principal in the general securities arena~~ and ~~also~~Marketing as CEO and founder of JMM and Associates that was formed to raise capital for emerging companies. He arranged funding for a Telecom company in Mexico, a computer hardware firm in France, mortgage companies here in the United States as well as a telecom delivery company here in the U.S. Consultant

~~Tim Miner, Vice President Sales & Investor Relations,~~16

Mr. ~~Miner~~Tynan is athe Sales and Marketing Consultant in Vancouver, BC, and he has over 20~~-year~~ ~~veteran~~years of Sales and Marketing ~~whose~~ experience ~~has~~in ~~included~~ the ~~execution~~Imaging ofand ~~multi~~Printing ~~million~~business ~~dollar~~sectors ~~state~~with Xerox and ~~government~~Ricoh. ~~contracts~~He inwas also the ~~security~~area-marketing manager for Savin and ~~telecommunications~~increased ~~industries.~~its ~~This~~revenues ~~plus~~substantially ~~extensive~~while ~~contacts~~he was in ~~business~~this asposition. ~~well~~Since as1991, ~~investment~~he ~~communities~~served ~~combine~~as tothe ~~provide~~Vice aPresident ~~valuable~~Western ~~component~~Operations offor ~~the~~COLORIMAGE ~~team~~Canada.

~~Garry~~Stuart EA. ~~Tynan~~Moir, ~~Sales~~Canadian ~~and Marketing Consultant~~ Counsel

Mr., ~~Tynan~~Moir is the ~~Sales~~Canadian ~~and~~consulting ~~Marketing~~Counsel. ~~Consultant~~He ~~in Vancouver, BC, and he~~ has ~~over~~a 20Bachelor ~~years~~ of ~~Sales~~Arts ~~and~~from ~~Marketing~~Queen's ~~experience~~University in ~~the~~Kingston ~~Imaging~~(Honors ~~and~~in ~~Printing~~Economics) ~~business~~and ~~sectors~~a ~~with~~Bachelor ~~Xerox~~of ~~and~~Law, ~~Ricoh.~~LLB, Hefrom ~~was also~~ the ~~area-marketing~~University ~~manager~~of ~~for~~British ~~Savin~~Columbia. ~~and~~Mr. ~~increased~~Moir ~~its~~has ~~revenues~~been ~~substantially~~a ~~while~~business helawyer ~~was~~ in ~~this~~Vancouver ~~position. Since~~for ~~1991,~~the hepast ~~served~~15 asyears ~~the~~and ~~Vice~~has ~~President~~operated ~~Western~~a ~~Operations~~leasing company for ~~COLORIMAGE~~the ~~Canada~~last 12 years.

~~Stuart~~Ralph AE. ~~Moir~~Harrison II, ~~Canadian~~U.S. Counsel

Mr. ~~Moir~~Harrison is the ~~Canadian~~Unites States consulting Counsel for the company. He ~~has~~is a ~~Bachelor~~graduate of ~~Arts~~the ~~from~~Georgetown ~~Queen's~~ University Law Center in ~~Kingston~~Washington, ~~(Honors~~D.C., where he obtained his L.L.M. in ~~Economics)~~Securities and Financial Regulations. He also interned for the Securities & Exchange Commission in the Mergers and Acquisitions department. He earned a ~~Bachelor~~J.D. and graduated cum laude from Thomas Jefferson School of Law in San Diego, ~~LLB~~California. Mr. Harrison is a member of the California State Bar. He holds a B.A., from ~~the~~Long Beach State University in Long Beach, California. He works with clients in the areas of ~~British~~public ~~Columbia~~offerings, private placements, mergers and acquisitions, and complying with reporting requirements under the Securities and Exchange Act of 1934. However, Mr. ~~Moir~~Harrison's ~~has~~practice ~~been~~is anot limited to business ~~lawyer~~and inbanking ~~Vancouver~~law. ~~for~~Mr. ~~the~~Harrison ~~past~~is 15also ~~years~~an adept litigator who handles matters involving business tort, white-collar crimes, real estate law, civil litigation and criminal defense. Mr. Harrison has ~~operated~~also appeared on a ~~leasing~~variety ~~company~~of ~~for~~television ~~the~~shows ~~last~~including, 12CNN's ~~years.~~ Connie Chung Tonight, CNN's American Morning with Paula Zahn, The Today Show with Matt Lauer, The CBS Early Show, MSNBC, ABC NEWS Good Morning America with Diane Sawyer, and a number of radio broadcasts

~~Ralph~~Dennis EM. ~~Harrison II~~Absher, ~~U.S.~~Marketing ~~Counsel~~ & Strategic Planning Consultant

Mr. ~~Harrison~~Absher is ~~the~~a ~~Unites~~Business ~~States~~Consultant ~~consulting~~in ~~Counsel~~Irvine, ~~for the company~~California. HeFor isalmost afifteen ~~graduate of the Georgetown University Law Center in Washington~~years, DMr.~~C.,~~ ~~where~~Absher hehas ~~obtained~~been ~~his~~a ~~L.L.M.~~mentor into ~~Securities~~Richard ~~and~~Yanke ~~Financial~~since ~~Regulations~~Mr. HeYanke ~~also~~was ~~interned~~orphaned ~~for~~as ~~the~~a ~~Securities~~teenager, &just ~~Exchange~~starting ~~Commission in~~ the ~~Mergers and Acquisitions department~~University. He ~~earned~~has abeen ~~J.D.~~more ~~and~~closely ~~graduated~~involved ~~cum~~with ~~laude from Thomas Jefferson School of Law in San Diego, California.~~ Mr. ~~Harrison~~Yanke isduring ~~a member of~~ the ~~California~~past ~~State~~three ~~Bar.~~years Hewhile ~~holds a B~~Mr.~~A.,~~ ~~from~~Yanke ~~Long~~invented ~~Beach~~and ~~State~~enhanced ~~University~~the inSkyBanr ~~Long~~Mini-Lift ~~Beach, California~~Hoist. He ~~works~~has ~~with~~counseled ~~clients in the areas of public offerings, private placements, mergers~~ and ~~acquisitions,~~assisted ~~and complying~~ with ~~reporting requirements under~~ the ~~Securities~~strategic ~~and~~planning ~~Exchange~~for ~~Act~~the ~~of 1934. However~~manufacturing, ~~Mr.~~marketing ~~Harrison's~~and ~~practice~~advertising isstructures ~~not limited to business~~ and ~~banking~~protocols ~~law.~~for ~~Mr.~~the ~~Harrison~~SkyBanr ~~is also an adept litigator who handles matters involving business tort, white~~Mini-~~collar~~Lift ~~crimes, real estate law, civil litigation and criminal defense~~Hoist. Mr. ~~Harrison~~Absher has ~~also~~been ~~appeared~~one ~~on a variety~~ of ~~television~~America’s ~~shows~~leading ~~including,~~life ~~CNN's~~insurance ~~Connie~~marketing ~~Chung Tonight~~executives, ~~CNN's~~initially ~~American~~as ~~Morning~~one ~~with~~of ~~Paula~~the ~~Zahn,~~top ~~The~~producers ~~Today~~in ~~Show~~America ~~with~~for ~~Matt~~the ~~Lauer,~~A. ~~The~~L. ~~CBS~~Williams ~~Early~~(now ~~Show,~~Primerica) ~~MSNBC,~~insurance ~~ABC~~companies; ~~NEWS~~and ~~Good~~in ~~Morning~~recent ~~America~~years ~~with~~as ~~Diane~~a ~~Sawyer,~~ marketing and astrategic ~~number~~planning ofconsultant ~~radio~~to ~~broadcasts~~businesses.

~~Dennis~~Larry ~~M. Absher~~Shamhart, ~~Marketing & Strategic Planning Consultant~~Director

Mr. ~~Absher~~Shamhart is athe ~~Business~~personal ~~Consultant~~assistant ~~in Irvine, California. For almost fifteen years, Mr. Absher has been a mentor~~ to ~~Richard~~Mike ~~Yanke~~Milken ~~since~~of ~~Mr. Yanke was orphaned as a teenager, just starting~~ the ~~University. He~~Milken ~~has been more closely involved with Mr~~Institute. ~~Yanke during the past three years while~~ Mr. ~~Yanke~~Shamhart ~~invented~~retired ~~and~~from ~~enhanced~~ the ~~SkyBanr~~Los ~~Mini-Lift~~Angeles ~~Hoist.~~Police HeDepartment ~~has~~in ~~counseled and assisted with the strategic planning for the manufacturing, marketing and advertising structures and protocols for the SkyBanr Mini-Lift Hoist~~2001. Mr. ~~Absher~~Shamhart ~~has~~is ~~been~~very ~~one~~well ofconnected ~~America’s leading life insurance marketing executives, initially as one of the top producers~~ in ~~America for~~ the A.corporate Lworld. ~~Williams (now Primerica) insurance companies; and in recent years as a marketing and strategic planning consultant to businesses.~~

~~Larry~~Audit ~~Shamhart,~~Committee ~~Director~~ and Audit Committee Financial Expert

~~Mr.~~The ~~Shamhart~~functions isof the ~~personal~~Audit ~~assistant~~and Compensation Committee are: (i) to ~~Mike~~recommend ~~Milken~~the engagement of the ~~Milken~~Company's ~~Institute. Mr.~~independent ~~Shamhart~~auditors ~~retired~~and ~~from~~review with them the ~~Los~~plan, ~~Angeles~~scope ~~Police~~and ~~Department~~results inof ~~2001.~~their Mraudit for each year; (ii) to consider and review other matters relating to the financial and accounting affairs of the Company; and (iii) to review and recommend to the Board of Directors all compensation packages, including the number and terms of stock options, offered to officers and executive employees of the Company. ~~Shamhart~~The isCompany’s ~~very~~entire ~~well~~board ~~connected~~of indirectors serves as the ~~corporate~~Company's ~~world~~Audit Committee and Compensation Committee.

22Section 16(a) Beneficial Ownership Reporting Compliance

~~Audit~~Section ~~Committee~~16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and ~~Audit~~executive ~~Committee~~officers, ~~Financial~~and ~~Expert~~persons who own more than ten percent of a registered class of our equity securities (“10% Shareholders”), to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and 10% Shareholders are required by Securities and Commission regulation to furnish us with copies of all Section 16(a) forms they file.

The functions of the Audit and Compensation Committee are: (i) to recommend the engagement of the Company's independent auditors and review with them the plan, scope and results of their audit for each year; (ii) to consider and review other matters relating to the financial and accounting affairs of the Company; and (iii) to review and recommend to the Board 17

ofThe ~~Directors~~Company ~~all~~became ~~compensation~~a ~~packages,~~“reporting ~~including~~company” during the ~~number~~first ~~and~~quarter ~~terms~~ of ~~stock~~2007. ~~options~~Thus, ~~offered~~we tobelieve ~~officers~~that, ~~and~~for ~~executive~~the ~~employees~~fiscal ofyear ~~the~~ended ~~Company.~~December ~~The~~31, ~~Company’s~~2008, ~~entire~~the ~~board~~Section of16(a) ~~directors~~filing ~~serves~~requirements aswere ~~the~~not ~~Company's~~applicable ~~Audit~~to ~~Committee~~our officers, directors and ~~Compensation~~10% ~~Committee~~Shareholders.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities (“10% Shareholders”), to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and 10% Shareholders are required by Securities and Commission regulation to furnish us with copies of all Section 16(a) forms they file.

The Company became a “reporting company” during the first quarter of 2007. Thus, we believe that, for the fiscal year ended December 31, 2006, the Section 16(a) filing requirements were not applicable to our officers, directors and 10% Shareholders .

Item 10. Executive Compensation

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to our Chief Executive Officer, and to our most highly compensated executive officers at December 31, ~~2007~~2008, other than our Chief Executive Officer (collectively, the “Named Executed Officers”). No Annual compensation was awarded to, ~~earned by~~ or paid to Named Executive Officers in ~~2006~~2008.

Name and Principal Position	Year	Annual Compensation			Long Term Compensation
					Awards		Payouts	All Other Compen-sation ($)
					Restricted Stock Awards ($)	Securities Underlying Options / SARS (#)	LTIP Payouts ($)
		Salary ($)	Bonus ($)	Other ($)
Richard Yanke - CEO Greg Guido - CFO Richard Yanke - CEO Richard Yanke - CEO Richard Yanke - CEO	2007 2007 2006 2005 2004	186,345 - 173,344 161,250 -	- - -	$ - -	- 40,000 -	- -	- - -	$ - -

______________________________________________________________________________________________

Option / SAR Grants Table

The following table sets forth information concerning individual grants of stock options made during the fiscal ended December 31, ~~2007~~2008 to each of the Named Executive Officers:

Name Number of Securities Underlying Options / SARS Granted (#) Percent of Total Options / SARS Granted to Employees in the Fiscal Year Exercise or Base Price ($/share) Market Price of the Underlying Security on the Date of Grant ($) Date of Grant Expiration Date N/A % $ $ N/A % $ $

Aggregated Option / SAR Exercises in the Last Fiscal Year and Fiscal Year End Option / SAR Values

The following table sets forth, on an aggregate basis, information concerning each exercise of stock options during the fiscal year ended December 31, ~~2007~~2008 by each of the Named Executive Officers and the year end value of unexercised options:

Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Securities Underlying Unexercised Options / SARS at December 31, 2007 (#) Exercisable / Unexercisable	Value of Unexercised in-the-Money Options / SARS at December 31, 2007 ($) Exercisable / Unexercisable
N/A		$		$
N/A		$		$

			Number of Securities
			Underlying Unexercised ^Options	Value of Unexercised in-the-
			/ SARS at	Money Options / SARS at
	Shares Acquired		December 31, 2008	December 31, 2008
	on Exercise	Value Realized	(#)	($)
Name	(#)	($)	Exercisable / Unexercisable	Exercisable / Unexercisable
N/A		$		$
N/A		$		$

Compensation of Directors

For the fiscal year ended December 31, ~~2007~~2008, we paid 93,000 shares of common stock compensation to our directors for their services on our board.

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

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information with respect to our 2003 Stock Plan and 2003 Non-Employee Director Stock Option Plan as of December 31, ~~2007~~2008.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
			Number of Securities Remaining
Equity compensation plans approved by security holders	2,000,000	N/A	900,000
	Number of Securities to be	Weighted-Average Exercise	Available for Future Issuance Under
Equity compensation plans not approved by security holders	N/A	N/A	N/A
	Issued Upon Exercise of	Price of Outstanding	Equity Compensation Plans
	Outstanding Options,	Options, Warrants and	(Excluding Securities Reflected in
	Warrants and Rights	Rights	Column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans
approved by security holders	2,000,000	N/A	900,000
Equity compensation plans not
approved by security holders	N/A	N/A	N/A
Total	2,000,000	N/A	900,000

2003 Stock Option Plan General.

General.

The Board of Directors adopted the 2003 Stock Option Plan on December 20, 2003, which became effective January 1, 2004 and was approved by our stockholders on December 20, 2003. We reserved for issuance an aggregate of 900,000 shares of common stock. A description of the 2003 Stock Option Plan is set forth below. The description is intended to be a summary of the material provisions of the 2003 Stock Option Plan and does not purport to be complete.

The 2003 Stock Option Plan provides that options may be granted to our employees (including officers and directors who are employees) and consultants, or of any of our parents or subsidiaries. Incentive stock options may be granted only to employees. An employee or a consultant, who has been granted an option, may, if otherwise eligible, be granted additional options.

Administration of and Eligibility under the 2003 Stock Option Plan.

Subject to the terms and conditions of the 2003 Stock Option Plan, the committee will have the sole authority to: (a) determine the persons, or optionees, to whom options to purchase shares of common stock and SARs will be granted, (b) determine the number of options and SARs to be granted to each such optionee, (c) determine the price to be paid for each share of common stock upon the exercise of each option and the manner in which each option may be exercised, (d) determine the period within which each option and SAR will be exercised and any extensions thereof, (e) determine the type of stock options to grant, (f) interpret the 2003 Stock Option Plan and award agreements under the 2003 Stock Option Plan, and (g) determine the terms and conditions of each such stock option agreement and SAR agreement which may be entered into between us and any such optionee.

determine the period within which each option and SAR will be exercised and any extensions thereof, (e) determine the type of stock options to grant, (f) interpret the 2003 Stock Option Plan and award agreements under the 2003 Stock Option Plan, and (g) determine the terms and conditions of each such stock option agreement and SAR agreement which may be entered into between us and any such optionee.

All of our officers, directors, employees, and certain of our subsidiaries, consultants and other persons providing significant services to us will be eligible to receive grants of options and SARs under the 2003 Stock Option Plan. However, only our employees are eligible to be granted ISOs.

Termination of Options and Transferability.

In general, any unexpired options and SARs granted under the 2003 Stock Option Plan will terminate: (a) in the event of death or disability, pursuant to the terms of the option agreement or SAR agreement, but not less than 6 months or more than 12 months after the applicable date of such event, (b) in the event of retirement, pursuant to the terms of the option agreement or SAR agreement, but not less than 30 days or more than 3 months after such retirement date, or (c) in the event of termination of such person other than for death, disability or retirement, but not less than 30 days or more than 3 months after the date of such termination. However, the committee may in its sole discretion accelerate or extend the exercisability of any or all options or SARs upon termination of employment or cessation of services.

The options and SARs granted under the 2003 Stock Option Plan generally will be non-transferable, except by will or the laws of descent and distribution. However, the Plan committee may permit additional transfers, on a general or specific basis, and may impose conditions and limitations on any such transfers.

Amendment or Discontinuance of Stock Option Plan.

Subject to certain limitations, the Board of Directors has the right to amend, suspend or terminate the 2003 Stock Option Plan at any time. Board of Directors will terminate the 2003 Stock Option Plan on January 1, 2014, the 10th anniversary date of the effectiveness of the plan, unless the Board terminates it sooner. As of December 20, 2003, we have not granted any options under the 2003 Stock Option Plan.

The following table sets forth information with respect to our 2003 Non-Employee Director Stock Option Plan as of December 31, ~~2007~~2008.

2003 Non-Employee Director Stock Option Plan

General.

The 2003 Non-Employee Director Stock Option Plan, or the Non-Employee Director Plan, was adopted by the Board of Directors on December 20, 2003, to be effective as of January 1, 2004, and was approved by our stockholders on December 20, 2003.

A description of the Non-Employee Director Plan is set forth below. The description is intended to be a summary of the material provisions of the Non-Employee Director Plan and does not purport to be complete.

Administration.

A committee of the Board of Directors, appointed from time to time by the Board of Directors, will administer the Non-Employee Director Plan. The committee is intended to consist of two or more directors, each of whom will be non-employee directors as defined in Rule 16b-3 under Section 16(b) of the Exchange Act. If no committee exists which has the authority to administer the Non-Employee Director Plan, the functions of the committee will be exercised by the Board of Directors. The committee has full authority to interpret the Non-Employee Director Plan, decide any questions under the Non-Employee Director Plan, and make such rules and regulations and establish such processes for administration of the Non-Employee Director Plan, as it deems appropriate and subject to the provisions of the Non-Employee Director Plan.

Available Shares.

The Non-Employee Director Plan authorizes the issuance of up to 2,000,000 shares of common stock upon the exercise of non-qualified stock options granted to our non-employee directors. In general, if options are canceled for any reason, expire, or terminate unexercised, the shares covered by such options will again be available for the grant of options.

The Non-Employee Director Plan provides that appropriate adjustments will be made in the number and types of securities receivable upon the exercise of options in the event of a stock split, stock dividend, consolidation, or reorganization.

Eligibility.

All of our non-employee directors are eligible to be granted options under the Non-Employee Director Plan. A non-employee director is a director serving on the Board of Directors who is not then one of our current employees, as defined in Sections 424(e) and 424(f) of the Code.

Termination of Options.

Options that are exercisable upon a non-employee director’s termination of directorship for any reason except death, disability or cause (as defined in the Non-Employee Director Plan), prior to the complete exercise of an option (or deemed exercise thereof), will remain exercisable following such termination until the earlier of (i) the expiration of the 90 day period following the non-employee director’s termination of directorship or (ii) the remaining term of the option.

Options that are exercisable upon a non-employee director’s termination of directorship for disability or death, will remain exercisable by the non-employee director or, in the case of death, by the non-employee director’s estate or by the person given authority to exercise such options by his or her will or by operation of law, until the earlier of (i) the first anniversary of the non-employee director’s termination of directorship or (ii) the remaining term of the option.

If a non-employee director is removed from the Board of Directors for “cause”, and fails to stand for reelection or fails to be re-nominated, or if we obtain or discover information after termination of directorship that such non-employee director had engaged in conduct during such directorship that would have justified a removal for cause during such directorship, all outstanding options of such non-employee director will immediately terminate and will be null and void.

The Non-Employee Director Plan also provides that, all outstanding options will terminate effective upon the consummation of a merger, liquidation, dissolution, or consolidation, in which we are not the surviving entity, subject to the right of the non-employee director to exercise all outstanding options prior to the effective date of the merger, liquidation, dissolution, or consolidation.

Amendments.

The Non-Employee Director Plan provides that it may be amended by the committee or the Board of Directors at any time, and from time to time to effect (i) amendments necessary or desirable in order that the Non-Employee Director Plan and the options granted thereunder conform to all applicable laws, and (ii) any other amendments deemed appropriate. Notwithstanding the foregoing, to the extent required by law, no amendment may be made that would require the approval of our stockholders under applicable law or under any regulation of a principal national securities exchange or automated quotation system sponsored by the National Association of Securities Dealers, unless such approval is obtained. The Non-Employee Director Plan may be amended or terminated at any time by our stockholders.

Business Combinations with Substantial Stockholders

As a Delaware corporation, we are currently subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Section 203 provides, with certain exceptions, that a Delaware corporation may not engage in any of a broad range of business combinations with a person or an affiliate, or associate of such person, who is an "interested stockholder" for a period of three years from the date that such person became an interested stockholder unless: (i) the transaction resulting in a person becoming an interested stockholder, or the business combination, is approved by our board of directors before the person becomes an interested stockholder; (ii) the interested stockholder acquired eighty five percent or more of the outstanding voting stock of the corporation in the same transaction that makes such person an interested stockholder (excluding shares owned by persons who are both officers and directors of the corporation, and shares held by certain employee stock ownership plans); or (iii) on or after the date the person becomes an interested stockholder, the business combination is approved by the corporation's board of directors and by the holders of at least sixty-six and two-thirds percent of the corporation's outstanding voting stock at an annual or special meeting, excluding shares owned by the interested stockholder. Under Section 203, an "interested stockholder" is defined as any person who is: (i) the owner of fifteen percent or more of the outstanding voting stock of the corporation, or (ii) an affiliate or associate of the corporation and who was the owner of fifteen percent or more of the outstanding voting stock of the corporation at any time within the three year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder.

thirds percent of the corporation's outstanding voting stock at an annual or special meeting, excluding shares owned by the interested stockholder. Under Section 203, an "interested stockholder" is defined as any person who is: (i) the owner of fifteen percent or more of the outstanding voting stock of the corporation, or (ii) an affiliate or associate of the corporation and who was the owner of fifteen percent or more of the outstanding voting stock of the corporation at any time within the three year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder.

A corporation may, at its option, exclude itself from the coverage of Section 203 by amending its certificate of incorporation or bylaws by action of its stockholders to exempt itself from coverage, provided that such bylaw or certificate of incorporation amendment shall not become effective until 12 months after the date it is adopted. We have not adopted and do not intend to adopt such an amendment to our Certificate of Incorporation or Bylaws.

Security Ownership of Certain Beneficial Owners

The following table provides information as of December 31, ~~2007~~2008 regarding beneficial stock ownership of (a) each person who is known to us to be the beneficial owner of more than 5% of any class of our outstanding voting securities, (b) each of our directors, (c) each of our Named Executive Officers, and (d) all of our directors and Named Executive Officers as a group:

Name and Address of Beneficial Owner		Title of Class		Amount and Nature of Beneficial Ownership	Percent of Class
		Amount and Nature of	Percent of
5% Beneficial Owners
Name and Address of Beneficial Owner	Title of Class	Beneficial Ownership	Class
Richard Yanke		Common stock		13,500,000	51.8%
5% Beneficial Owners
Directors
Richard Yanke	Common stock	13,500,000	51.0	%
Larry Shamhart		Common stock		11,000	.004%
Directors
Named Executive Officers
Larry Shamhart	Common stock	14,000	.04	%
Richard Yanke		Common stock		13,500,000	51.8%
Named Executive Officers
Tim Miner		Common stock		10,000	.004%
Richard Yanke	Common stock	13,500,000	51.0	%
Greg Guido	Common stock	~~Common stock~~80,000	.030	~~40,000~~%	~~.015%~~
As of December 31, 2008 26,436,527 shares of $ .001 par value common stock
Certain Relationships and Related Transactions

____________________________________________________________________________

As of December 31, 2007 26,062,095 shares of $ .001 par value common stock

Certain Relationships and Related Transactions

On December 18, 2003, the Company issued 13,500,000 shares of common stock valued at $13,500 for founders shares and 1,218,290 shares of common stock for asset purchases valued at an aggregate of $718,290 including the purchase of the Intellectual property and mini-lift patent from the founders of the Company at a value of $500,000.

Also on December 18, 2003, the Company purchased other assets from the Founders of the Company at a value of $500,000 resulting in a shareholders loan balance of $ 489,532 as of December 31, 2006. The shareholder loan is payable on demand. However, the shareholder has indicated that he will not demand payment of the loan within the current year.

Also on October 1, 2007, the Company issued 250,000 shares of common stock or $1.00 per share for asset purchase from WebMart for the acquisition of computer equipment, furniture and a customer list of the company NetStar-USA, Corp. at a value of $250,000.

Item 13. Exhibits

Financial Statements		Page
Index		30
Report of Independent Registered Public Accounting Firm		31
Consolidated Balance Sheets		32
Consolidated Statements of Operations and Deficit		33
Consolidated Statements of Stockholders’ Equity (Deficit)		34
Consolidated Statements of Cash Flows		35
Notes to the Consolidated Financial Statements		36-40

Financial Statements	Page
Index	25
Report of Independent Registered Public Accounting Firm	26
Consolidated Balance Sheets	27
Consolidated Statements of Operations and Deficit	28
Consolidated Statements of Stockholders’ Equity (Deficit)	29
Consolidated Statements of Cash Flows	30
Notes to the Consolidated Financial Statements	31-35

Index of Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation of Skylyft Media Network, Inc.¹
3.2	Corporate Bylaws for Skylyft Media Network, Inc.¹
3.3	Restated Certificate of Incorporation of Skylyft Media Network, Inc.¹
3.4	Restated Bylaws of Skylyft Media Network, Inc.¹
3.3	Statement and Designation by Foreign Corporation for Skylyft Media¹
4.1	2003 Stock Option Plan¹
4.2	2003 Non-Employee Stock Option Plan¹
4.3	2006 Stock Subscription Agreement¹
14.1	Code of Ethics for Skylyft Media Network, Inc.¹
31.1	Certification of Chief Executive Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
31.2	Certification of Chief Finanical Officer as required by Rule 13a-14(a) or Rule 15d-14(A) of the Exchange Act
32.1	Certification of Chief Executive Officer as required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2	Certification of Chief Financial Officer as required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

~~The~~on ~~following~~December ~~exhibits~~21, ~~are~~2006 ~~attached~~(Filed ~~hereto~~No. ~~or are incorporated by reference:~~000-52367)

Exhibit Number		Description
3.1		Articles of Incorporation of Skylyft Media Network, Inc.1
3.2		Corporate Bylaws for Skylyft Media Network, Inc.1
3.3		Restated Certificate of Incorporation of Skylyft Media Network, Inc.1
3.4		Restated Bylaws of Skylyft Media Network, Inc.1
3.3		Statement and Designation by Foreign Corporation for Skylyft Media1
4.1		2003 Stock Option Plan1
4.2		2003 Non-Employee Stock Option Plan1
4.3		2006 Stock Subscription Agreement1
14.1		Code of Ethics for Skylyft Media Network, Inc.1

Item 14. Principal Accountant Fees and Services

Audit Fees

1The fees to Drakeford & Drakeford, LLC. ~~Incorporated~~for bythe ~~reference~~audit toof ~~Exhibits~~our toannual statements and review of the ~~Registration~~quarterly ~~Statement~~reports onfor ~~Form~~fiscal ~~10-SB~~year ended December 31, ~~filed~~2008 ~~with~~are estimated at $ 20,000 . The fees for the ~~Securities~~audit of the annual statements and ~~Exchange~~review ~~Commission~~of onthe quarterly reports for fiscal year ended December 2131, ~~2006~~2007 ~~(Filed~~totaled ~~No.~~$ 42,000~~-52367)~~.

~~Item~~Audit-Related ~~14. Principal Accountant~~ Fees ~~and Services~~

~~Audit Fees~~None.

~~The~~Tax fees to Drakeford & Drakeford, LLC. for the audit of our annual statements and review of the quarterly reports for fiscal year ended December 31, 2007 are estimated at $ 15,000 . The fees for the audit of the annual statements and review of the quarterly reports for fiscal year ended December 31, 2007 totaled $42,000 . Fees

~~Audit-Related Fees~~None.

~~None.~~All Other Fees

~~Tax Fees~~23

None. Audit Committee’s Pre-Approval Policies

~~All~~Our ~~Other~~audit ~~Fees~~committee reviews and approves audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by our independent registered public accounting firms for such services.

~~None.~~Signatures

~~Audit~~In ~~Committee’s~~accordance ~~Pre-Approval~~with ~~Policies~~Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Our~~SKYLYFT ~~audit~~MEDIA ~~committee reviews and approves audit and non-audit services performed by our independent registered public accounting firm~~NETWORK, ~~as well as the fees charged by our independent registered public accounting firms for such services~~INC.

~~Signatures~~/s/ Richard Yanke Richard Yanke, Chief Executive Officer /s/ Greg Guido Greg Guido, Chief Financial Officer

~~In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~24

~~SKYLYFT~~INDEX ~~MEDIA~~TO ~~NETWORK,~~FINANCIAL ~~INC.~~ STATEMENTS

~~Date~~Financial ~~August 31, 2006~~Statements

~~/s/~~Report ~~Richard~~of ~~Yanke~~Independent Registered Public Accounting Firm

~~Richard~~Balance ~~Yanke~~Sheets as of December 31, ~~Chief~~2008 ~~Executive~~and ~~Officer~~2007

~~/s/~~Statements ~~Greg~~of ~~Guido~~Operations for the years ended December 31, 2008 and 2007, and December 18, 2003 (inception) to December 31, 2008

~~Greg~~Statements ~~Guido~~of Stockholders’ Equity for the period December 18, ~~Chief~~2003 ~~Financial~~(inception) ~~Officer~~to December 31, 2008 and for the years ended December 31, 2008 and 2007

29Statements of Cash Flows for the years ended December 31, 2008 and 2007, and December 18, 2003 (inception) to December 31, 2008

~~INDEX~~Notes TOto ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

~~Page~~25

~~Financial~~REPORT ~~Statements~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Report~~Board of ~~Independent~~Directors ~~Registered~~and ~~Public~~Stockholders SKYLYFT ~~Accounting~~Media ~~Firm F-2~~Network, Inc.

~~Balance~~We ~~Sheet~~have audited the balance sheet of SKYLYFT Media Network, Inc. (a development stage company) as of December 31, 2008, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years ended December 31, 2008 and 2007 ~~F-3~~. 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 audits.

~~Statements~~We conducted our audits in accordance with the standards of ~~Operations~~the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the ~~years~~circumstances, ~~ended~~but ~~December~~not 31for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~2007~~ we express no such opinion. Also, an audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~and 2006, and~~In ~~December~~our 18opinion, ~~2003~~the ~~(inception)~~financial statements referred to above present fairly, in all material respects, the financial position of SKYLYFT Media Network, Inc., as of December 31, ~~2007 F-4~~2008 and the results of its operations and its cash flows for the two years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Statements~~The ofaccompanying ~~Stockholders’~~financial ~~Equity~~ statements have been prepared assuming the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has incurred operating losses for the period December 18, 2003 (inception) to December 31, 2008, has no significant revenues and has not commenced planned principal operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~(inception)~~/s/ toDrakeford ~~December~~& 31Drakeford, ~~2007~~LLC Drakeford ~~and~~& ~~for~~Drakeford, ~~the~~LLC Los ~~years ended~~Angeles, CA April 9, 2009

December 31, 2007 and 2006 F-5 26

~~Statements of Cash Flows for the years ended December 31, 2007~~27

~~and 2006, and December 18, 2003 (inception) to December 31, 2007 F-6~~28

Notes to Financial Statements F-7 - F-1229

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~30

~~Board~~SKYLYFT ofMEDIA ~~Directors~~NETWORK, ~~and~~INC. ( ~~Stockholders~~A Development Stage Company)

~~SKYLYFT~~NOTES ~~Media~~TO ~~Network,Inc.~~ FINANCIAL STATEMENTS

~~We have audited the balance sheet of SKYLYFT Media Network,Inc. (a development stage company) as of~~ December 31,~~2007,~~ and the related statements of operations, changes in stockholders’ equity, and cash flows for the years ended December 31, 2007 and 2006. 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 audits. 2008

WeNOTE ~~conducted~~A ~~our~~– ~~audits~~BASIS inOF ~~accordance~~PRESENTATION ~~with~~AND ~~the~~SUMMARY ~~standards~~OF ofSIGNIFICANT ~~the~~ACCOUNTING Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Also, an audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.POLICIES

~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SKYLYFT Media Network,Inc~~1.~~,as~~ ofNature ~~December 31, 2007 and the results~~ of ~~its~~Operations/ ~~operations~~Basis ~~and its cash flows for the two years then ended, in conformity with accounting principles generally accepted in the United States~~ of ~~America.~~Presentation

~~The~~Nature accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has incurred operating losses for the period December 18, 2003 (inception) to December 31, 2007, has had no revenues and has not commenced planned principal operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of ~~this uncertainty.~~Operations

~~/s/~~SKYLYFT ~~Drakeford~~Media &Network, ~~Drakeford~~Inc. (the “Company”), ~~LLC~~was incorporated in December 2003 in the state of Delaware and conducts operations in California. The Company manufactures a patent pending, grand format, media rotation system, called the “SkyBanr Remote Controlled Mini-Lift.” The SkyBanr Mini-Lift system creates advertising revenues from unused ceiling space capacity in retail malls, airports, convention centers, movie theatres, sporting arenas and other public venues with high-ceiling areas. In October 2007, the Company also provided online internet services to a small base of retail customers.

~~Drakeford~~Basis &of ~~Drakeford,~~Presentation ~~LLC~~and Accounting Estimates

~~Los~~ The ~~Angeles,~~preparation CAof 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~March~~2. ~~29, 2008~~Inventories

~~SKYLYFT~~ Inventories, ~~MEDIA~~consisting ~~NETWORK~~of raw materials, ~~INC~~are stated at the lower of cost (first-in, first-out) or market as of December 31, 2008.

(3. ACash ~~Development Stage Company)~~Equivalents

~~BALANCE~~ Investments ~~SHEET~~having an original maturity of 90 days or less that are readily convertible into cash are considered cash equivalents. As of December 31, 2008 and 2007, the Company had no cash equivalents.

~~December~~4. ~~31,~~Property ~~2007~~and ~~ASSETS~~Equipment Property and equipment are stated at cost and are depreciated principally on methods and at rates designed to amortize their costs over their estimated useful lives.

CURRENT ASSETS
Cash and cash equivalents	$ 25,608
Inventory	12,829
Prepaid expenses	8,950
Notes receivable	133,000
Total current assets	180,387
PROPERTY AND EQUIPMENT, net	875,424
OTHER ASSETS
Intangibles-customer list	52,000
Patents and intellect cost, net	452,680
Total other assets	504,680
TOTAL ASSETS	$ 1,560,491
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$ 18,798
Total current liabilities	18,798
LONG-TERM LIABILITIES
Note payable-bank	15,160
Loan payable-shareholder	470,423
Total long-term liabilities	485,583
STOCKHOLDERS’ EQUITY
Preferred stock authorized 10,000,000 shares, $.001 par value
each. At December 31, 2007, there are no shares outstanding	0
Common stock authorized 65,000,000 shares, $.001 par value
each. At December 31, 2007, there are 26,062,995 shares
outstanding	26,063
Additional paid in capital	2,560,432
Deficit accumulated during the development stage	(1,530,385)
Total stockholders’ equity	1,056,110
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,560,491

~~The~~SKYLYFT ~~accompanying~~MEDIA ~~notes~~NETWORK, ~~are~~INC. ( anA ~~integral~~Development ~~part~~Stage ~~of these statements.~~ Company)

~~F-3~~NOTES TO FINANCIAL STATEMENTS

~~SKYLYFT~~December ~~MEDIA NETWORK~~31, ~~INC.~~ 2008

(NOTE A ~~Development~~– ~~Stage~~BASIS ~~Company~~OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~STATEMENTS~~4. OFProperty ~~OPERATIONS~~and Equipment (continued)

		December 18,
The estimated service lives of property and equipment are principally as follows:
	For the years ended	2003, (inception)
Furniture and fixtures	5- 10 years
	December 31, 2007 December 31, 2006	to December 31,
Computer equipment	3- 5 years
		2007
Computer software	2- 7 years

Revenue	$ 136,123	$ 92,060	$ 228,183
Operating Expenses
Selling, general and administrative	461,589	330,629	1,118,523
Research and development	0	0	10,000
Depreciation and amortization	162,116	158,312	625,650
Total operating expenses	623,705	488,941	1,754,173
Net loss from operations	(487,582)	(396,881)	(1,525,990)
Other expenses-interest	2,413	1,982	4,395
Net loss	$ (489,995)	$ (398,863)	$ (1,530,385)
Basic and diluted loss per common share	$ (.02)	$ (.02)	$ (.06)
Weighted average shares outstanding	25,616,870	25,229,935	25,054,806

Intangible Asset:

~~The~~ Patents ~~accompanying~~and ~~notes~~intellect costs are anamortized ~~integral~~over ~~part~~a straight-line method for forty years, the legal life of ~~these~~the ~~statements~~patent. (See Note-F) The customer list will be annually tested for impairment.

FThere was no impairment recorded for the years 2008 and 2007 on the customer list. (See Note-4G)

~~SKYLYFT~~Repairs ~~MEDIA~~and ~~NETWORK,~~maintenance ~~INC~~are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized.

(5. ANotes ~~Development Stage Company)~~Receivable

~~STATEMENT~~ As OFof ~~STOCKHOLDERS’~~December ~~EQUITY~~31, 2008, the Company has sold an aggregate of 133,000 shares of common stock to sixteen individuals in consideration for notes receivable aggregating $133,000 or $1.00 per share. Subsequent to the date of the balance sheet, $ 118,000 of the notes were paid in full.

~~Deficit~~6. ~~Accumulated~~Revenue ~~Common stock Additional During Development Shares Amount Paid in Capital Stage Total~~Recognition

Common stock issued to founders for consulting	13,500,000	$ 13,500	$ 0	$ 0	$ 13,500
services, December 18,2003 (inception)
Issuance of common stock for asset purchase	1,218,290	1,218	1,217,072		1,218,290
Issuance of common stock for research and
development	10,000,000	10,000	0		10,000
Net loss from inception to December 31, 2003	________	______	_________	(17,269)	(17,269)
Balance at December 31, 2003	24,718,290	24,718	1,217,072	(17,269)	1,224,521
Issuance of common stock for cash	150,150	150	150,000		150,150
Net loss for the year ended December 31, 2004	________	_______	__________	(305,554)	(305,554)
Balance at December 31, 2004	24,868,440	24,868	1,367,072	(312,823)	1,069,117
Issuance of common stock for cash	158,934	159	158,775		158,934
Net loss for the year ended December 31, 2005	________	_______	___________	(318,704)	(318,704)
Balance at December 31,2005	25,027,374	25,027	1,525,847	(641,527)	909,347
Issuance of common stock for cash	383,121	383	382,738		383,121
Issuance of common stock for consulting
services	22,000	22	21,978		22,000
Net loss for the year ended December 31, 2006	________	_______	__________	(398,863)	_(398,863)_
Balance at December 31, 2006	25,432,495	25,432	1,930,563	(1,040,390)	915,605
Issuance of common stock for cash	317,500	318	317,182		317,500
Issuance of common stock for capital assets	250,000	250	249,750		250,000
Issuance of common stock for services	63,000	63	62,937		63,000
Net loss for the year ended December 31, 2007	________	_______	__________	(489,995)	_(489,995)_
Balance at December 31, 2007	26,062,995	$ 26,063	$ 2,560,432	$ (1,530,385)	$ 1,056,110

~~The accompanying notes are an integral part of this statement.~~32

SKYLYFT MEDIA NETWORK, INC. ~~F-5~~( A Development Stage Company)

~~SKYLYFT~~NOTES ~~MEDIA~~TO ~~NETWORK,~~FINANCIAL ~~INC.~~STATEMENTS (continued)

(December A31, ~~Development Stage Company)~~2008

~~STATEMENTS~~NOTE A – BASIS OF ~~CASH~~PRESENTATION ~~FLOWS~~AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

		December 18,
		2003, (inception)
For the year ended	For the year ended	to December 31,
December 31, 2007	December 31, 2006	2007

7. Advertising Cost

OPERATING ACTIVITIES
Net loss	$ (489,995)	$ (398,863)	$ (1,530,385)
Adjustments for noncash and nonoperating items:
Depreciation and amortization	162,116	158,312	625,650
Issuance of common stock for consulting
services	63,000	22,000	95,000
Changes in operating assets and liabilities:
Inventory	0	(8,000)	(12,829)
Prepaid expenses	(3,750)	0	(8,950)
Notes receivable	(69,000)	(64,000)	(133,000)
Accounts payable and accrued expenses	16,194	(5,393)	18,798
Loans payable	(19,109)	(57,896)	470,423
Cash used by operating activities	(340,544)	(353,840)	(475,293)
INVESTING ACTIVITIES
Capital expenditures	(192)	(10,000)	(523,964)
Cash used by investing activities	(192)	(10,000)	(523,964)
FINANCIAL ACTIVITIES
Proceeds from note payable	0	15,160	15,160
Issuance of common stock for cash	317,500	383,121	1,009,705
Cash provided by financing activities	317,500	398,281	1,024,865
NET INCREASE (DECREASE) IN CASH	(23,236)	34,441	25,608
CASH BALANCE BEGINNING OF PERIOD	48,844	14,403	0
CASH BALANCE END OF PERIOD	$ 25,608	$ 48,844	$ 25,608
Supplemental Disclosures of Cash Flow Information:
Issuance of common stock for asset purchase	$ 250,000	$ 0	$ 1,468,290

Advertising cost are expensed as incurred. Advertising expense totaled $ 42,106 and $ 595 for the years ended December 31, 2008 and 2007.

~~The~~8. ~~accompanying~~Recently ~~notes~~Enacted ~~are~~Accounting ~~an integral part of these statements~~Standards

~~F-6~~ In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. We are currently evaluating the impact on our financial statements of FAS 157, which will become effective for us on January 1, 2008.

~~SKYLYFT~~ In ~~MEDIA~~February ~~NETWORK~~2007, ~~INC~~the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value option for eligible items that exist at the adoption date. Subsequent to the initial adoption, the election of the fair value option should only be made at initial recognition of the asset or liability or upon a re-measurement event that gives rise to new-basis accounting. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards. This Statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. The Company does not believe that the adoption of SFAS No. 159 will have a material impact on its consolidated financial statements.

~~( A Development Stage Company)~~33

~~NOTES~~SKYLYFT TOMEDIA ~~FINANCIAL~~NETWORK, ~~STATEMENTS~~INC. ( A Development Stage Company)

~~December~~NOTES ~~31,~~TO ~~2007~~FINANCIAL STATEMENTS (continued)

~~NOTE~~December A31, ~~– BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING~~2008

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

18. Recently Enacted Accounting Standards (continued)

~~Nature~~ In December 2007, the Financial Accounting Standards Board issued Statement of ~~Operations/~~Financial ~~Basis~~Accounting Standards No. 141(R), "Business Combinations" (hereafter "SFAS No. 141(R)"). This statement is to improve the relevance, representational faithfulness, and comparability of ~~Presentation~~the information that a reporting entity provides in its financial reports about a business combination and its effects. It is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not believe that adoption of SFAS No. 141(R) will have a material impact on its consolidated financial statements.

~~Nature~~ In December 2007, the FASB issued FASB Statement No. 160 "Non-controlling Interests in Consolidated Financial Statements - an amendment of ~~Operations~~ARB No. 51" ("SFAS No. 160"), which causes non-controlling interests in subsidiaries to be included in the equity section of the balance sheet. SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company does not believe that adoption of SFAS No. 160 will have a material impact on its consolidated financial statements.

~~SKYLYFT~~ In ~~Media~~December ~~Network~~2007, ~~Inc~~the FASB issued FASB Statement No. 161 "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133" (~~the~~"SFAS ~~“Company”~~No. 161"), ~~was~~changes ~~incorporated~~the indisclosure ~~December~~requirements ~~2003~~for inderivative ~~the~~instruments ~~state~~and ofhedging ~~Delaware~~activities. ~~and~~Entities ~~conducts~~are ~~operations~~required into ~~California. The~~provide ~~Company~~enhanced ~~manufactures~~disclosures about (a) ~~patent~~how ~~pending,~~and ~~grand~~why ~~format,~~an ~~media~~entity ~~rotation~~uses ~~system~~derivative instruments, ~~called~~(b) ~~the~~how ~~“SkyBanr~~derivative ~~Remote~~instruments ~~Controlled~~and ~~Mini-Lift.”~~related ~~The~~hedged ~~SkyBanr~~items ~~Mini-Lift~~are ~~system~~accounted ~~creates~~for ~~advertising~~under ~~revenues~~Statement ~~from~~133 ~~unused~~and ~~ceiling~~its ~~space~~related ~~capacity~~interpretations, inand ~~retail~~(c) ~~malls,~~how ~~airports,~~derivative ~~convention~~instruments ~~centers~~and related hedged items affect an entity's financial position, ~~movie~~financial ~~theatres~~performance, ~~sporting~~and ~~arenas~~cash flows. SFAS No. 160 is effective for financial statements issued for fiscal years and ~~other~~interim ~~public~~periods ~~venues~~beginning after November 15, 2008, with ~~high-ceiling~~early ~~areas~~application encouraged. InThis ~~October~~Statement ~~2007~~encourages, ~~the~~but does not require, comparative disclosures for earlier periods at initial adoption. The Company ~~also~~does ~~provided~~not ~~online~~believe ~~internet~~that ~~services~~adoption toof SFAS No. 161 will have a ~~small~~material impact on its consolidated financial statements.

~~base of retail customers.~~ 34

~~Basis~~SKYLYFT ofMEDIA ~~Presentation~~NETWORK, ~~and~~INC. ( ~~Accounting~~A ~~Estimates~~Development Stage Company)

~~The~~NOTES ~~preparation~~TO ofFINANCIAL ~~financial~~STATEMENTS 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (continued)

~~2. Inventories~~December 31, 2008

~~Inventories,~~NOTE ~~consisting~~A of– ~~raw~~BASIS ~~materials,~~OF ~~are~~PRESENTATION ~~stated~~AND atSUMMARY ~~the~~OF ~~lower~~SIGNIFICANT ofACCOUNTING ~~cost~~POLICIES (~~first-in, first-out~~continued) ~~or market as of December 31, 2007.~~

39. Research and Development

~~Cash~~ Expenditures ~~Equivalents~~for research activities relating to product development and improvement are charged to expense as incurred. Such expenditures amounted to $10,000 in 2003 for the issuance of 10,000,000 shares of common stock at par value of $.001. (See Note-G)

~~Investments~~NOTE ~~having~~B—GOING ~~an original maturity of 90 days or less that are readily convertible into cash are considered cash equivalents. As of December 31, 2007, the Company had no cash equivalents.~~CONCERN

4 The Company is a development stage Company and has not commenced planned principal operations. ~~Property~~ The Company had no significant revenues and ~~Equipment~~has incurred losses of $ 2,219,270 for the period December 18, 2003 (inception) to December 31, 2008. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Property~~ There ~~and~~can ~~equipment~~be ~~are~~no ~~stated~~assurance atthat ~~cost~~sufficient ~~and~~funds ~~are~~required ~~depreciated~~during ~~principally~~the onnext ~~methods~~year ~~and~~or atthereafter ~~rates~~will ~~designed~~be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to ~~amortize~~generate ~~their~~cash ~~costs~~flow ~~over~~from ~~their~~operations ~~estimated~~or ~~useful~~to ~~lives~~raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

F The accompanying financial statements do not include any adjustments related to the recoverability of classification of asset-7carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

~~SKYLYFT~~NOTE ~~MEDIA~~C--LOSS ~~NETWORK,~~PER ~~INC.~~SHARE

( The Acomputation ~~Development~~of ~~Stage~~loss ~~Company~~per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).

~~NOTES TO FINANCIAL STATEMENTS~~35

~~December~~SKYLYFT 31MEDIA NETWORK, ~~2007~~INC. ( A Development Stage Company)

~~NOTE~~NOTES ATO –FINANCIAL ~~BASIS~~STATEMENTS ~~OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING~~(continued)

~~POLICIES~~December ~~(continued)~~31, 2008

~~4. Property~~NOTE ~~and~~D ~~Equipment~~- ~~(continued)~~INCOME TAXES

The ~~estimated~~Company ~~service~~accounts ~~lives~~for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of ~~property~~which is to establish deferred tax assets and ~~equipment~~liabilities for the temporary differences between the financial reporting and the tax basis of the Company’s assets and liabilities at the enacted tax rates expected to be in effect when such amounts are ~~principally~~realized asor ~~follows:~~settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recorded a deferred income tax asset for the effect of net operating loss carryforwards. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at December 31, 2008 and 2007.

~~Furniture~~NOTE ~~and~~E ~~fixtures 5-~~– 10NOTE ~~years~~PAYABLE-BANK

~~Computer~~ On ~~equipment~~ March 24, 2006 the Company entered into a revolving line of credit with Bank of America, N.A. in the principal amount of $15,160 with interest only payments at an annual rate of 14%. Effective April 14, 2009, an amortized payment amount of $376.38 becomes payable on a monthly basis at an annual interest rate of 9.75% . The current portion due in the year 2009 totals $3,387 and the long-term 5portion ~~years~~totals $11,773.

~~Computer~~NOTE ~~software 2-~~F 7– ~~years~~RELATED PARTY TRANSACTIONS

~~Intangible~~ The ~~Asset:~~Company was formed on December 18, 2003 as a Delaware corporation. On December 18, 2003 the Company issued 13,500,000 shares of common stock valued at $13,500 for founders shares and 1,218,290 shares of common stock for asset purchases valued at an aggregate of $718,290 including the purchase of the Intellectual property and mini-lift patent from the founders of the Company at a value of $500,000. Also on December 18, 2003, the Company purchased other assets from the Founders of the Company at a value of $500,000 resulting in a shareholders loan balance of $ 464,898 as of December 31, 2008. The shareholder loan is payable on demand; however, the shareholder has indicated that he will not demand payment of the loan within the current year.

~~Patents~~There ~~and intellect costs~~ are ~~amortized~~no ~~over~~employment acontracts ~~straight-line~~as ~~method~~of ~~for~~December ~~forty years~~31, ~~the legal life of the patent~~2008. ~~(See Note-F) The customer list will be annually tested for impairment.~~

~~There was no impairment recorded for the year 2007 on the customer list. (See Note-G)~~36

~~Repairs~~SKYLYFT ~~and~~MEDIA ~~maintenance~~NETWORK, ~~are expensed as incurred~~INC. ( ~~Expenditures~~A ~~that~~Development ~~increase~~Stage ~~the value or productive capacity of assets are capitalized.~~ Company)

5.NOTES ~~Notes~~TO ~~Receivable~~FINANCIAL STATEMENTS (continued)

~~As of~~ December 31, 2007, the Company has sold an aggregate of 133,000 shares of common stock to sixteen individuals in consideration for notes receivable aggregating $133,000 or $1.00 per share. Subsequent to the date of the balance sheet, $ 68,000 of the notes were paid in full.2008

6.NOTE ~~Revenue Recognition~~G – COMMON STOCK ISSUANCES

~~Sales~~ In ~~are~~December ~~recorded when products are shipped to customers. Provisions for discounts and rebates to customers~~2003, ~~estimated~~the ~~returns~~Company ~~and~~issued ~~allowances~~10,000,000 ~~and~~shares ~~other~~of ~~adjustments~~common ~~are~~stock ~~provided~~ for inconsulting ~~the~~services ~~same~~and ~~period~~research ~~the~~and ~~related sales are recorded~~development. ~~In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures.~~

~~F-8~~ During the year ended December 31, 2004, the Company sold an aggregate of 150,150 shares of common stock in consideration for $150,150 or $1.00 per share through a private placement to approximately 28 individuals.

~~SKYLYFT~~ During ~~MEDIA~~the ~~NETWORK~~year ended December 31, ~~INC~~2005, the Company sold an aggregate of 158,934 shares of common stock in consideration for $158,934 or $1.00 per share through a private placement to approximately 24 individuals.

( During Athe ~~Development~~year ~~Stage~~ended December 31, 2006, the Company) sold an aggregate of 383,121 shares of common stock in consideration for $383,121 or $1.00 per share through a private placement to approximately 68 individuals and also issued 22,000 shares of common stock for services valued at $22,000 or $1.00 per share.

~~NOTES~~ During TOthe ~~FINANCIAL~~year ~~STATEMENTS~~ended ~~(continued)~~December 31, 2007, the Company sold an aggregate of 317,500 shares of common stock in consideration for $317,500 or $1.00 per share through a private placement to approximately 38 individuals and also issued 63,000 shares of common stock for services valued at $63,000 or $1.00 per share. On October 1, 2007, the Company issued 250,000 shares of common stock in consideration for $250,000 or $1.00 per share for computer equipment, furniture and a customer list.

During the year ended December 31, ~~2007~~2008, the Company sold an aggregate of 310,532 shares of common stock in consideration for $310,532 or $1.00 per share through a private placement to approximately 11 individuals and also issued 63,000 shares of common stock for services valued at $63,000 or $1.00 per share.

~~NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING~~37

~~POLICIES~~SKYLYFT MEDIA NETWORK, INC. (~~continued~~ A Development Stage Company)

7.NOTES TO FINANCIAL STATEMENTS (continued)

~~Advertising~~December ~~Cost~~31, 2008

~~Advertising~~NOTE ~~cost~~H ~~are~~- ~~expensed~~COMMITMENTS asAND ~~incurred. Advertising expense totaled $ 595 and $ 523 for the years ended December 31, 2007 and 2006.~~CONTINGENCIES

8.Lease agreements

~~Recently~~ The ~~Enacted~~Company ~~Accounting~~entered ~~Standards~~into a standard sub-lease agreement with Juanita Maloof on July 14, 2003 for a term of three years ending on August 31, 2006 at a monthly rental fee of $2,350. The Company exercised their option to extend the lease for an additional three years as follows:

In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. We are currently evaluating the impact on our financial statements of FAS 157, which will become effective for us on January 1, 2008.

		Monthly Base Rent
September 1, 2006 thru August 31, 2007	$	2,568
September 1, 2007 thru August 31, 2008	$	2,645
September 1, 2008 thru August 31, 2009	$	2,724

9.38

Research and Development

Expenditures for research activities relating to product development and improvement are charged to expense as incurred. Such expenditures amounted to $10,000 in 2003 for the issuance of 10,000,000 shares of common stock at par value of $.001. (See Note-G)

F-9

SKYLYFT MEDIA NETWORK, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2007

NOTE B—GOING CONCERN

The Company is a development stage Company and has not commenced planned principal operations. The Company had no significant revenues and has incurred losses of $1,546,152 for the period December 18, 2003 (inception) to December 31, 2007. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The accompanying financial statements do not include any adjustments related to the recoverability of classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE C--LOSS PER SHARE

NOTE D - INCOME TAXES

the financial reporting and the tax basis of the Company’s assets and liabilities as of December 31, 2007.

F-10

SKYLYFT MEDIA NETWORK, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2007

NOTE E – LONG-TERM DEBT

On March 24, 2006 the Company entered into a revolving line of credit with Bank of America, N.A. in the principal amount of $15,160 with interest only payments at an annual rate of 14%. The credit line expires March 23, 2009.

NOTE F – RELATED PARTY TRANSACTIONS

The Company was formed on December 18, 2003 as a Delaware corporation. On December 18, 2003 the Company issued 13,500,000 shares of common stock valued at $13,500 for founders shares and 1,218,290 shares of common stock for asset purchases valued at an aggregate of $718,290 including the purchase of the Intellectual property and mini-lift patent from the founders of the Company at a value of $500,000. Also on December 18, 2003, the Company purchased other assets from the Founders of the Company at a value of $500,000 resulting in a shareholders loan balance of $ 470,423 as of December 31, 2007. The shareholder loan is payable on demand; however, the shareholder has indicated that he will not demand payment of the loan within the current year.

There are no employment contracts as of December 31, 2007.

NOTE G – COMMON STOCK ISSUANCES

In December 2003, the Company issued 10,000,000 shares of common stock for consulting services and research and development.

During the year ended December 31, 2004, the Company sold an aggregate of 150,150 shares of common stock in consideration for $150,150 or $1.00 per share through a private placement to approximately 28 individuals.

During the year ended December 31, 2005, the Company sold an aggregate of 158,934 shares of common stock in consideration for $158,934 or $1.00 per share through a private placement to approximately 24 individuals.

During the year ended December 31, 2006, the Company sold an aggregate of 383,121 shares of common stock in consideration for $383,121 or $1.00 per share through a private placement to approximately 68 individuals and also issued 22,000 shares of common stock for services valued at $22,000 or $1.00 per share.

During the year ended December 31, 2007, the Company sold an aggregate of 317,500 shares of common stock in consideration for $317,500 or $1.00 per share through a private placement to approximately 38 individuals and also issued 63,000 shares of common stock for services valued at $63,000 or $1.00 per share. On October 1, 2007, the Company issued 250,000 shares of common stock in consideration for $250,000 or $1.00 per share for computer equipment, furniture and a customer list.

F-11

SKYLYFT MEDIA NETWORK, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

December 31, 2007

NOTE H - COMMITMENTS AND CONTINGENCIES

Lease agreements

The Company entered into a standard sub-lease agreement with Juanita Maloof on July 14, 2003 for a term of three years ending on August 31, 2006 at a monthly rental fee of $2,350. The Company exercised their option to extend the lease for an additional three years as follows:

Monthly Base Rent

September 1, 2006 $2,568

September 1, 2007 $2,645

September 1, 2008 $2,724

F-12

Filing Compare · SKYLYFT Media Network, Inc.