As filed with the Securities and Exchange Commission on October 23, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM S-1/A3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Sky Pass Corp.

(Exact name of registrant as specified in its charter)

Nevada

6770

47-2934084

(State or other jurisdiction of

incorporation)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

18124 Wedge Pkwy, Ste 1050

Reno, NV 89511

Telephone: (415-279-2411)

Email: pandoracapital2010@gmail.com

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

Pubco Advisory Service

18124 Wedge Pkwy, Ste 1050

Reno, NV 89511

775-232-1950

js@pubcoadvisoryservice.com

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the date this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a Smaller reporting company)

CALCULATION OF REGISTRATION FEE

Tile of each class of

securities to be registered

Amount to be registered

Proposed maximum offering price per share⁽¹⁾

Proposed maximum aggregate offering price

Amount of registration fee⁽²⁾

Common Stock-New Issue

1,070,000

0.01

10,700.00

2.62

__________

(1)

This is an initial offering of securities by the registrant and no current trading market exists for our common stock. The Offering price of the common stock offered hereunder has been arbitrarily determined by the Company and bears no relationship to any objective criterion of value. The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Prospectus

Sky Pass Corp

1,070,000 Shares of Common Stock, $0.01 per share

This is our initial public offering. We are registering a total of 1,070,000 shares of our common stock for sale by 35 selling shareholders. No shares are being registered for sale by the Company. There is no guarantee that a public market will ever develop and you may be unable to sell your shares.

Our common stock is presently not traded on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. The selling shareholders are underwriters, within the meaning of Section 2(11) of the Securities Act, and as such, are subject to the prospectus delivery requirements of the Securities Act. Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.01 per share for the duration of the offering or until our shares are quoted on the OTCBB, and thereafter at prevailing market prices or in privately negotiated transactions. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

Because we are considered a "Shell" company, shareholders' shares will have limited transferability under Rule 144(i), see "Risk Factors." All selling shareholders are underwriters and must sell their respective shares at a fixed price of $0.01 per share for the duration of the offering. There is currently no market for our common stock.

PLEASE NOTE THAT THE COMPANY IS A SHELL COMPANY IN ACCORDANCE WITH THE SECURITIES ACT OF 1933. ACCORDINGLY, THE SECURITIES SOLD IN THIS OFFERING CAN ONLY BE RESOLD THROUGH REGISTRATION UNDER THE SECURITIES ACT OF 1933; SECTION 4(l), IF AVAILABLE, FOR NON-AFFILIATES; OR BY MEETING THE FOLLOWING CONDITIONS OF RULE 144(I):

•

THE ISSUER OF THE SECURITIES THAT WAS FORMERLY A SHELL COMPANY HAS CEASED TO BE A SHELL COMPANY;

•

THE ISSUER OF THE SECURITIES IS SUBJECT TO THE REPORTING REQUIREMENTS OF SECTION 13 OR 15(D) OF THE EXCHANGE ACT;

•

THE ISSUER OF THE SECURITIES HAS FILED ALL EXCHANGE ACT REPORTS AND MATERIAL REQUIRED TO BE FILED, AS APPLICABLE, DURING THE PRECEDING 12 MONTHS (OR SUCH SHORTER PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REQUIRED TO FILE SUCH REPORTS AND MATERIALS), OTHER THAN FORM 8-K REPORTS; AND AT LEAST ONE YEAR HAS ELAPSED FROM THE TIME THAT THE ISSUER FILED CURRENT FORM 10 TYPE INFORMATION WITH THE SEC REFLECTING ITS STATUS AS AN ENTITY THAT IS NOT A SHELL COMPANY.

All of our selling shareholders are underwriters and sales price to the public is fixed for the duration of the offering.

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The selling shareholders will sell their shares at a fixed price per share of $0.01 for the duration of this Offering. We will not receive any proceeds from the sale of the 1,070,000 shares sold by the selling shareholders. Selling shareholders will receive proceeds of $0.01 per share sold. If all shares being offered by the selling shareholders are sold, selling shareholders will receive net proceeds of $10,700.00. The Company will not receive funds from the sale of shares being offered by selling shareholders. This secondary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus.

The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act. The Company is a Shell Company as defined in the Exchange Act of 1934.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED “RISK FACTORS” HEREIN


	Number of Shares		Offering Price		Underwriting Discounts & Commissions		Proceeds to the Company
Per Share	1,070,000	$	0.01	$	0	$	0.0

This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Subject to completion, dated _______________________________, 2015

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TABLE OF CONTENTS


			PAGE
PART I – INFORMATION REQUIRED IN THE PROSPECTUS

	Summary Information and Risk Factors		5

	Use of Proceeds		18

	Determination of Offering Price		18

	Dilution		18

	Plan of Distribution		18

	Description of Securities to be Registered		22

	Interests of Named Experts and Counsel		23

	Information with Respect to the Registrant		23

		Description of Business	23

		Description of Property	24

		Legal Proceedings	24

		Market price and Dividends on the Issuer’s Common Stock	24

		Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28

		Directors, Executive Officers, Promoters and Control Persons	28

		Executive Compensation	29

		Security Ownership of Certain Beneficial Owners and Management	30

		Certain Relationships and Related Transactions	30

		Reports to Security Holders	31

	Disclosure of Commission Position on Indemnification		31

	Financial Statements – Audited Financial Statements for the period ended January 31, 2015		F-1

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PART I: INFORMATION REQUIRED IN PROSPECTUS

ITEM 3 - SUMMARY INFORMATION AND RISK FACTORS

SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

THE COMPANY

Business Overview

Sky Pass Corp is observing a decline in consumer lending on the current credit market in Europe. The main reason is the tightening of requirements by banking regulators as a result of active implementation of the Basel III requirements, as well as avoidance of risky lending operations by banks and a return to settlement services. In connection with this, a niche involving provision of services to European customers with medium and below-medium income and lending for recreation and healthy lifestyle is emerging. The decline in the incomes of Europeans means that not every customer will be able to spend EUR 1,000 on 3-4 days of vacation at a ski resort. However, at the same time, if this vacation is offered to the customer on credit at a small interest rate, then monthly payments of EUR 100 will not be a prohibitive cost for him.

On the one hand, such a product may be of interest to those who cannot afford to visit a ski resort and, on the other hand, those who vacation at a ski resort 1-2 times a year but would like to do it more often. In this context, the use of a loyalty program based on Sky Pass Corp’s prepaid card, which is simultaneously a Ski Pass and an identifier in the loyalty system, will allow further use of this card at the resort, as well as accumulation and spending of bonuses and discounts.

Currently, the company Sky Pass Corp has received “verbal” preliminary interest for implementation of the project at three resorts in Switzerland: Grimentz, Thyon, and Chandolin once the company initiates its operations. At this time there are no formal agreements. And it is possible the resorts may offer a similar program as a competitor. All the three ski resorts are located on the territory of Valais (Wallis) canton in the southwestern part of Switzerland. At this time these verbal discussions are preliminary with these resorts and are not enforceable and if not available as we begin operations will have a negative effect on the future success of the company.

Research on Ski Leisure, Credit Markets, Bank Cards and Loyalty Programs for Financial Services services has been done for Switzerland, Austria and France, while particularly Grimentz, Thyon, and Chandolin were observed as resorts.

Ski Pass – prepaid card which also serves as a pass to ski conveyor

Loyalty program – an option to pay for Ski Resort services in installments

Money Resort - processing system that allows issuance and servicing of internal electronic money for settlement ski resort facilities. Under the Resort Money system, every seller of goods and services can create its own loyalty system for use when conducting settlements when payments are made with the resort’s internal currency. Short description of “Resort Money”: The system provides rich number of capabilities for different roles such as: 1. There are separated cabinets for merchants and customers. 2. Merchants have a wide control for his/her point of sale (POS), operators of POS, products and appropriate categories of products and of course permanent access to list of merchant’s customers. 3. Merchants have an ability to create loyalty rules for any categories of products or each product separately 4. The full history of purchases always available for merchant on his/her home page 5. There is notification function in a merchant’s cabinet, which provide an opportunity send email or sms to your customer and notify them about new offers or discount/bonus news 7. Customers have an ability to see a history of all his/her actions in the system include money transaction, notification message, news and info about his/her purchases

Weekend Credit – is a credit program for vacation with payment in installments. The client receives a Sky Pass Corp card, with which he pays for all places at a ski resort. He obtains the credit for the vacation for a period of one year (six months), which ensures that repayment of the credit is absolutely not burdensome. The product covers the cost of vacation at middle segment resorts for 2-7 days.

Considering the fall in customers’ living standards and the consequent reduction in the number of their visits to resorts, this program is also interesting to resorts because it will enable them to increase their customer base.

It is an expert opinion of business plan authors composed on multiple sources and professional opinions.

To solve this problem, we developed an integrated product that includes prepaid card Ski Pass, IT program "Money Resort" (which additionally to processing functions possess loyalty system) and credit program "Weekend Credit."

SKY PASS CORP, incorporated in the State of Nevada on January 7, 2015, to engage in any lawful corporate undertaking. The Company purpose is to

The Company has no operations to date. The Company never commenced any operational activities.

As of the date of this prospectus, the Company has 6,070,000 shares of $0.001 par value common stock issued and outstanding and 5,000,000 are all held by Mr. Rozenberg our sole officer, director.

Sky Pass Corp’s fiscal year end is December 31.

The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

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The Company shall continue to be deemed an emerging growth company until the earliest of—

(A)

the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000.00 (as such amount is indexed for inflation every five (5) years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000.00) or more;

(B)

the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

(C)

the date on which such issuer has, during the previous three (3) year period, issued more than $1,000,000,000.00 in non-convertible debt; or

(D)

the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Offering

Following is a brief summary of this Offering. Please see the Plan of Distribution and Terms of the Offering sections for a more detailed description of the terms of the Offering.

Offering

Securities being Offered

1,070,000 shares of common stock: which are being offered by the selling shareholders. The selling shareholders offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus.

Price per share

The selling shareholders will sell their shares at a fixed price per share of $0.01 for the duration of this Offering, or until the securities are quoted for trading on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.

Securities Issued and Outstanding

6,070,000 shares of common stock are issued and outstanding.

Offering Proceeds

We will not be receiving proceeds from the offering.

Registration costs

We estimate our total offering registration costs to be $23,500. If we experience a shortage of funds prior to funding, our director has verbally agreed to advance funds to allow us to pay for offering costs, filing fees, and correspondence with our shareholders; however, our director has no formal commitment or legal obligation to advance or loan funds to the Company.

Our sole officer and director, control persons and/or affiliates do not intend to purchase any Shares in this Offering. Our sole executive officer and director will own 82% of our common stock.

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SKY PASS CORP has secured West Coast Stock Transfer as its transfer agent. The Company expects to seek quotations for its securities upon completion of the offering.

The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled "Risk Factors" and "Dilution" before making an investment in this stock.

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary financial data derived from our financial statements. The data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

SKY PASS CORP

BALANCE SHEET

	June 30, 2015
Assets	(Audited)
Current assets
Cash and cash equivalents	$	200
Total Current assets		200

Total Assets	$	200

Liabilities and Equity(Deficit)
Current liabilities
Accrued expenses		825
Total Current Liabilities		825

Commitments and Contingencies - Note 7
SKY PASS CORP Shareholder's Deficit
Common Stock, $0.001 par value; 75,000,000
shares authorized 6,070,000 issued and
outstanding June 30, 2015		6,070
Additional Paid in Capital		2,880
Accumulated deficit		-9,575
Total Equity(Deficit)		-625
Total liabilities and equity(Deficit)	$	200

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SKY PASS CORP
STATEMENT OF OPERATIONS

	For the period January 7, 2015 (Inception) to June 30, 2015
	(Audited)

Revenues	$	0

Operating Expenses		9,575

Net Income(Loss) from Operations		(9,575	)

Other Income (Expense)		0

Net Income(Loss) Before
Provision for Income Taxes		(9,575	)

Provision for income taxes		0

Net Income(Loss)	$	(9,575	)

Basic and Diluted Loss Per Share		(0.00	)

Weighted average number
of shares outstanding		5,547,197

The accompanying notes are an integral part of these financial statements

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RISK FACTORS

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock. This section discloses all of the material risks of an investment in this Company.

HAVING A SOLE OFFICER AND DIRECTOR MAY HINDER OPERATIONS RESULTING IN THE FAILURE OF THE BUSINESS.

Sky Pass Corp’s operations depend solely on the efforts of Mr. Rozenberg, the sole officer and director of the Company. Mr. Rozenberg has no specific experience, qualification, attributes or skills to perform as a director. Mr. Rozenberg has no experience related to public company management, nor as a principal accounting officer. Because of this, the Company may be unable to offer and sell the shares in this offering, develop our business or manage our public reporting requirements. The Company cannot guarantee that it will be able overcome any such obstacles. Our sole officer and director, Mr. Rozenberg anticipates devoting between five and ten hours per week to the business of the Company. The Company's officer has not entered into a written employment agreement with the Company and is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of our sole officer and director, Mr. Rozenberg, loss of the services of this individual would adversely affect development of the Company's business and its likelihood of continuing operations. The Company has no other full or part time employees. See "DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

POTENTIAL CONFLICTS OF INTEREST MAY RESULT IN LOSS OF BUSINESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS.

Mr. Rozenberg is involved in other employment opportunities and may periodically face a conflict in selecting between SKY PASS CORP and other personal and professional interests. Company has not formulated a policy for the resolution of such conflicts should they occur. If the Company loses Mr. Rozenberg to other pursuits without a sufficient warning, the Company may, consequently, go out of business.

Company to continue as a going CONCERN FOR a reasonable period of time

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any revenues since inception and sustained a net loss of $9,575 for the period from inception to January 31, 2015. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to receive capital from third parties. No assurance can be given that the Company will be successful in these efforts.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

OUR STATUS AS AN EMERGING GROWTH COMPANY AND SMALLER REPORTING ISSUER MAY RAISE DOUBT AS TO THE ACCURACY OF OUR REPORTING.

Many of the same exemptions available to the Company under the JOBSACT are available to the Company as it is a Smaller Reporting Company and will remain in place regardless of the Company’s status under the JOBSACT. Our Company will not be required to obtain an auditor attestation with respect to management’s conclusion about the effectiveness of internal controls over financial reporting. This may raise doubt as to the effectiveness of the Company’s internal controls and thus the accuracy of our reporting.

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THE COMPANY’S SECURITIES ARE SUBJECT TO THE PENNY STOCK RULES WHICH MAY LIMIT INVESTMENT.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than five dollars ($5.00) (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all. Investors in penny stocks may be entitled to cancel the purchase and receive a refund if a sale is in violation of the penny stock rules or other federal or states securities laws and if a penny stock is sold to the investor in a fraudulent manner, investors may be able to sue the persons and firms that committed the fraud for damages.

MR. ROZENBERG MAY NOT PAY ALL THE EXPENSES OF THE OFFERING RESULTING IN THE FAILURE TO COMPLETE THIS OFFERING WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS.

Mr. Rozenberg has agreed to pay all the expenses of this offering however there is no enforceable agreement to this effect and thus in the event that Mr. Rozenberg fails to pay all the expenses of this offering, the offering may not be completed resulting in the lack of success of the Company’s business plan.

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS RESULTS IN NO ASSURANCE OF SUCCESS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS.

The Company has had no operating history nor any revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues. This may result in the Company incurring a net operating loss. The Company is a Shell Company as defined under the Exchange Act of 1934. As such the liquidity of our shares may be severely limited which will lessen our ability to attract additional capital to implement our business plan or sustain operations. As a Shell Company the Company is ineligible to register shares under an S-8 registration. Holders of shares of the Company will not be eligible to utilize Rule 144 until 1 year following the Company filing full Form 10 information demonstrating that it is no longer Shell.

We lack an operating history and have no profits which we expect to continue into the future. There is no assurance our future operations will result in continued profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

We were incorporated on January 7, 2015 and we have not fully developed our proposed business operations and have not generated any revenues to date. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to January 31, 2015, was $9,575 of which approximately $10,000 is for professional fees in connection with this Offering. Our ability to maintain profitability and positive cash flow is dependent upon:

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•

Our ability to attract new customers who will buy our services,

•

Our ability to generate sufficient revenue through the sale of our services.

In the event the Company is unable to generate sufficient revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company.

Based upon current plans, we expect to incur minimal operating profits or losses in future periods because we will be incurring expenses that may exceed revenues. We cannot guarantee that we will be successful in generating sufficient revenues in the future. In the event the Company is unable to generate sufficient revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available on terms which are beneficial and/or acceptable to the Company. In the event the Company cannot generate sufficient revenues and/or secure additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment in the Company.

BLUE SKY CONSIDERATIONS MAY LIMIT SALES IN CERTAIN STATES RESULTING IN A LONGER TIME TO COMPLETION OF THE OFFERING OR FAILURE OF THE OFFERING ALL TOGETHER.

Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, and the Company has no current plans to register or qualify its shares in any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky restrictions upon the ability of new investors to purchase the securities which could reduce the size of the potential market. As a result of recent changes in federal law, non-issuer trading or resale of the Company's securities is exempt from state registration or qualification requirements in most states. However, some states may continue to attempt to restrict the trading or resale of blind-pool or "blank-check" securities. Accordingly, investors should consider any potential secondary market for the Company's securities to be a limited one.

THE COMPANY’S BUSINESS ANALYSIS BEING DONE BY A NON PROFESSIONAL MAY INCREASE RISK OF POOR ANALYSIS WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS.

Analysis of business operations will be undertaken by our sole officer and director who is not a professional business analyst. Thus the depth of such analysis may not be as great as if undertaken by a professional which increases the risk that any merger or acquisition candidate may not continue successfully.

THE ARBITRARY OFFERING PRICE MEANS THE SHARES MAY NOT REFLECT FAIR MARKET VALUE.

The Offering Price of the Shares bears no relation to book value, assets, earnings, or any other objective criteria of value. They have been arbitrarily determined by the Company. There can be no assurance that, even if a public trading market develops for the Company's securities, the Shares will attain market values commensurate with the Offering Price.

We have no clients or customers at this time and even when we do, there is no assurance that we will make a profit.

We have no clients or customers at this time. If we are unable to attract enough customers/clients to purchase services it will have a negative effect on our ability to continue to generate sufficient revenue from which we can operate or expand our business. The lack of sufficient revenues will have a negative effect on the ability of the Company to continue operations and it could force the Company to cease operations.

General domestic and international economic conditions could have a material adverse effect on our operating results and common stock price and our ability to obtain additional financing.

As a result of the current economic downturn and macro-economic challenges currently affecting the economy of the United States and other parts of the world, some of the products and services that we may desire to offer to clients could suffer delays or postponement until the economy strengthens, which could in turn effect our ability to obtain additional financing. We anticipate our revenues to be derived from the sale of our services, which could suffer if customers are suffering from the economic downturn. During weak economic conditions, we may not experience any growth if we are unable to obtain financing to enable us to market and offer our services. If the domestic and/or international economy were to weaken, the demand for any consulting services we may desire to offer could decline, which could have a material adverse effect on our operating results and stock price.

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YOU WILL EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON

If we raise additional capital subsequent to this Offering through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.

Some of our competitors have significantly greater financial and marketing resources than we do.

Some of our competitors have significantly greater financial and marketing resources than do we. There are no assurances that our efforts to compete in the marketplace will be successful.

Risks that are specific to our intended business and operations

Credit risk: the risk of loss which arises if customers and counterparties cannot meet their payment obligations.

Market risk: the risk of changes to the results caused by variations in market prices, and comprises equity, interest rate, spread and currency risk.

Liquidity risk: the risk that the group cannot meet its obligations when they fall due without incurring substantial costs in the form of expensive refinancing or the need to sell assets.

Operational risk: the possibility of losses arising from inadequate or unsound processes or systems, human error or external incidents, as well as legal risk.

Compliance risk: the risk of breaching legal enactments, statutory regulations, other relevant official provisions and internal regulations which involve the threat of official sanctions, financial loss and loss of reputation.

Risks of default and obstacles to collections

Risk of default is inherent to any credit operation including Sky Pass Corporation business. However, Sky Pass includes default probability it the calculation of the general business model based on the statistical observations of the past period inherent to the relevant sector and client group.

Because most of our competitors are not publicly reporting companies, their operating expenses are considerably lower.

Most of the companies with which we will be competing are not public companies. The companies responsibility to file reports with the SEC upon effectiveness of this registration statement means our basic operating expenses are much higher than those of our competitors. The added expense of being a public reporting company will make it more difficult for us to compete.

Because Mr. Rozenberg has other outside business activities and will have limited time to spend on our business, our operations may be sporadic, which may result in periodic interruptions or suspensions of operations.

Because our officer and director has other outside business activities and will only be devoting between 20-75% of his time, or 8-30 hours per week each to our operations, our operations may be sporadic and occur at times which are convenient. However, these outside interests may deter from the development of SKY PASS CORP In the event he is unable to fulfill any aspect of his duties to the Company, we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of the business.

We are dependent upon our current officer.

We currently are managed by a sole officer and we are entirely dependent upon him in order to conduct our operations. If he should resign or die, there will be no one to run SKY PASS CORP, and the company has no Key Man insurance. If our current officer is no longer able to serve as such and we are unable to find other persons to replace him, it will have a negative effect on our ability to continue active business operations and could result in investors losing some or all of their investment in the Company.

Our controlling stockholder has significant influence over the Company.

As of May 20, 2015, Mr. Rozenberg, the Company's Chief Executive Officer owns 82% of the outstanding common stock. As a result he will possess a significant influence over our affairs and may have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially and adversely affect the market price of our common stock. Minority shareholders of the Company will be unable to affect the outcome of stockholder voting as long as our sole officer and director retains a controlling interest.

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Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president over operations and business decisions.

We have only one director, who is our principal executive officer and secretary. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues, which gives him significant control over all corporate issues, including all major decisions on operations and corporate matters such as approving business combinations.

Until we have a larger Board of Directors that would include some independent members, if ever, there will be limited oversight of our President's decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Our current sole officer and director may set salaries and perquisites in the future, which the Company is unable to support with its current assets.

While he is reimbursed for out-of-pocket expenses, our current sole officer and director is not taking a salary. He has verbally indicated his willingness to perform his duties without additional compensation, during the development stage. However, there is no written agreement, and our sole officer and director may decide to award himself a salary and other benefits. The Company does not currently generate revenues, and there is no guarantee that it will do so in the near future. We do not have sufficient funds available to fully implement our current plan of operations and will be unable to support any salaries or other benefits for management, which will cause us to cease operations.

BECAUSE OUR SOLE OFFICER AND DIRECTOR IS INEXPERIENCED IN OPERATING A PUBLIC COMPANY OUR BUSINESS PLAN MAY FAIL.

Our sole officer and director does not have any specific training in running a Public business. With no direct training or experience in this area, management may not be fully aware of many of the specific requirements related to working within this industry. As a result, our management may lack certain skills that are advantageous in managing our company. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.

Risks Associated With This Offering

If we do not file a Registration Statement on Form 8-A to become a mandatory reporting company under Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"), we will continue as a reporting company and will not be subject to the proxy statement requirements, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity, all of which could reduce the value of your investment and the amount of publicly available information about us.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through December 31, 2015, including a Form 10-K for the year ended December 31, 2015, assuming this registration statement is declared effective before that date. At or prior to December 31, 2015, we intend to voluntarily file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the Exchange Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory Exchange Act filer unless we have more than 2,000 shareholders (of which 500 may be unaccredited) and total assets of more than $10 million on December 31, 2015. If we do not file a registration statement on Form 8-A at or prior to December 31, we will continue as a reporting company and will not be subject to the proxy statement requirements of the Exchange Act, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity. If the company can’t financially stay current with these required filings we would lose our reporting status.

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The shares being offered are defined as "penny stock", the rules imposed on the sale of the shares may affect your ability to resell any shares you may purchase, if at all.

The shares being offered are defined as a "penny stock" under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $2,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in this offering in the public markets.

Market for penny stock has suffered in recent years from patterns of fraud and abuse

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

•

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

•

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

•

Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

•

Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,

•

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

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Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this Offering.

There currently is no public trading market for our common stock. Therefore there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale. We plan to contact a market maker to file an application on our behalf to have our common stock listed for quotation on the Over-the-Counter Bulletin Board (OTCBB) immediately following the effectiveness of this Registration Statement. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities.

The lack of a public trading market for our shares may have a negative effect on your ability to sell your shares in the future and it also may have a negative effect on the price, if any, for which you may be able to sell your shares. As a result an investment in the Shares may be illiquid in nature and investors could lose some or all of their investment in the Company.

Our financial statements may not be comparable to those of companies that comply with new or revised accounting standards.

We have elected to take advantage of the benefits of the extended transition period that Section 107 of the JOBS Act provides an emerging growth company, as provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Our financial statements may, therefore, not be comparable to those of companies that comply with such new or revised accounting standards. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our status as an "emerging growth company" under the JOBS Act OF 2012 may make it more difficult to raise capital when we need to do it.

Because of the exemptions from various reporting requirements provided to us as an "emerging growth company" and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We will not be required to comply with certain provisions of the Sarbanes-Oxley Act for as long as we remain an "emerging growth company."

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company" as defined in the JOBS Act.

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Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an "emerging growth company." At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

As an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

As an "emerging growth company" under the jumpstart our business startups act (JOBS), we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any January 31 before that time, we would cease to be an emerging growth company as of the following December 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately.

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Notwithstanding the above, we are also currently a "smaller reporting company," meaning that we are not an investment company, an asset-backed issuer, nor a majority-owned subsidiary of a parent company that is not a smaller reporting company, and has a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. If we are still considered a "smaller reporting company" at such time as we cease to be an "emerging growth company," we will be subject to increased disclosure requirements. However, the disclosure requirements will still be less than they would be if we were not considered either an "emerging growth company" or a "smaller reporting company." Specifically, similar to "emerging growth companies", "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 31, 2016; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in its SEC filings due to its status as an "emerging growth company" or "smaller reporting company" may make it harder for investors to analyze the Company's results of operations and financial prospects.

We will incur ongoing costs and expenses for SEC reporting and compliance, without increased revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

Going forward, the Company will have ongoing SEC compliance and reporting obligations, estimated as approximately $10,000 annually. Such ongoing obligations will require the Company to expend additional amounts on compliance, legal and auditing costs. In order for us to remain in compliance, we will require increased revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.

THE SHARES ELIGIBLE FOR FUTURE SALE MAY INCREASE THE SUPPLY OF SHARES ON THE MARKET DILUTING THE VALUE OF THE SHARES PURCHASED HEREUNDER.

All of the 5,000,000 Shares, which are held by our sole officer and director, Mr. Rozenberg, have been issued in reliance on the private placement exemption under the Securities Act of 1933, as amended (the "Act"). Such Shares will not be available for sale in the open market except in reliance upon Rule 144 under the Act. In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed Affiliates of the Company (as that term is defined under the Act) would be entitled to sell such shares. This offering will make a substantial number of the Shares owned by our sole officer and director, Mr. Rozenberg eligible for sale in the future which may adversely affect the market price of the Common Stock. Mr. Rozenberg, our sole officer and director’s shares will remain bound by the affiliate resale restrictions enumerated in Rule 144 of the Securities Act of 1933.

THE COMPANY’S COMPLIANCE WITH THE CURRENT AND PERIODIC REPORTING REQUIREMENTS UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 MAY PROVE TOO BURDENSOME, WHICH MAY RESULT IN THE FAILURE OF THE BUSINESS.

Upon the effectiveness of this registration and the filing of the Form 8A, the Company will be fully reporting and subject to the current and periodic reporting requirements under the Securities and Exchange Act of 1934. The burden of the time and expense of these reporting requirements may be beyond the capabilities of the Company which may result in the failure of the business.

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Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements about our business, financial condition and prospects that reflect our sole officer and director, Mr. Rozenberg's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.

There may be risks and circumstances that management may be unable to predict. When used in this document, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

ITEM 4 - USE OF PROCEEDS

We are registering a total of 1,070,000 shares of our common stock for sale by selling shareholders. No shares are being registered for sale by the Company. The Company will not receive funds from the sale of shares being offered by selling shareholders.

ITEM 5 - DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. No valuation or appraisal has been prepared for our business. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

ITEM 6 – DILUTION – NOT APPLICABLE

ITEM 7 – SELLING SHAREHOLDER

As of May 20, 2015 our Company has 75,000,000 common shares authorized with a par value of $0.001 per share with 6,070,000 common shares outstanding.

The 35 selling security holders are offering for sale 1,070,000 shares of our issued and outstanding common stock which they obtained through the following private transactions:

On January 7, 2015 the Company issued 5,000,000 of its authorized common stock to its founders in exchange for services valued at $5,000.

The holders of the Company's common stock are entitled to one vote per share of common stock held. As of January 31, 2015 there were 6,070,000 shares issued and outstanding and 75,000,000 shares authorized with a par value of $0.001.

●

Effective January 31, 2015, we issued an aggregate of 1,070,000 common shares pursuant to subscription agreements, for proceeds of $10,700. These shares were issued to thirty five (35) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended

The following table provides information as of May 20, 2015 regarding the beneficial ownership of our common stock by each of the selling security holders, including:

●	the number of shares owned by each prior to this offering;

●	the number of shares being offered by each;
●	the number of shares that will be owned by each upon completion of the offering, assuming that all the shares being offered are sold;
●	the percentage of shares owned by each; and
●	the identity of the beneficial holder of any entity that owns the shares being offered.

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	Shares
	Owned		Total of		Total		Percent
Name of	Prior		Shares		Shares		Owned
Selling	To This		Offered		After		After
Shareholder	Offering		For Sale		Offering		Offering
Konstantin Smirnov		10,000		10,000		0		0
Michael Fixman		10,000		10,000		0		0
Alex Svartsman		10,000		10,000		0		0
Dina Gelman		10,000		10,000		0		0
Itzhak Kleyman		10,000		10,000		0		0
Regina Kats		10,000		10,000		0		0
John Coleridge		10,000		10,000		0		0
Vadim Dobrish		10,000		10,000		0		0
Korina Vaynter		10,000		10,000		0		0
Slava Podgornii		10,000		10,000		0		0
Yakov Shuster		10,000		10,000		0		0
Gerry Chernyavsky		10,000		10,000		0		0
Ilana Shefer		10,000		10,000		0		0
Michael Shefer		10,000		10,000		0		0
Irina Smirnov		10,000		10,000		0		0
Ernes Akhmatov		10,000		10,000		0		0
Azamat Zhumaly-Uulu		10,000		10,000		0		0
Shamil Yrysbekov		10,000		10,000		0		0
Suiunbek Zhoroev		10,000		10,000		0		0
Igor Shapochkin		10,000		10,000		0		0
Ievgenii mozol		10,000		10,000		0		0
Andrii dolotii		10,000		10,000		0		0
Steven Probert		10,000		10,000		0		0
Yizchak-Pinchas Vishedski		10,000		10,000		0		0
Artur gordiyenko		10,000		10,000		0		0
Ganna redenska		10,000		10,000		0		0
Suiunduk imanaliev		10,000		10,000		0		0
Nurbek saliev		10,000		10,000		0		0
Ernys risbaev		10,000		10,000		0		0
Alex Braiman		10,000		10,000		0		0
Vladimir Andron		10,000		10,000		0		0
Boris Vaksman		10,000		10,000		0		0
Lilia Rozenberg		250,000		250,000		0		0
Vadim Linkovoi		250,000		250,000		0		0
Anet Smirnov		250,000		250,000		0		0

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The sales price to the public, of $0.01 per share, has been determined by the Company based on the price the shares were sold to the selling shareholders. The price of $0.01 per share is a fixed price for the duration of the offering or until the securities are quoted for trading on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The selling shareholders offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus.

The selling shareholders may also sell their shares directly through market makers acting in their capacity as broker-dealers. The Company will apply to have its shares of common stock listed on the OTC Bulletin Board immediately after the date of this Prospectus. We anticipate once the shares are quoted on the OTC Bulletin Board, the selling shareholders will sell their shares directly into any market created. Selling shareholders will offer their shares at a fixed price of $0.01 per share for the duration of this Offering or until the securities are listed for trading on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We cannot predict the price at which shares may be sold or whether the common stock will ever trade on any market. The shares may be sold by the selling shareholders, as the case may be, from time to time, in one or more transactions.

Commissions and discounts paid in connection with the sale of the shares by the selling shareholders will be determined through negotiations between the shareholders and the broker-dealers through or to which the securities are to be sold, and may vary, depending on the broker-dealer's fee schedule, the size of the transaction and other factors. The separate costs of the selling shareholders will be borne by the shareholder. Any broker, broker-dealer or agent that participates with the selling shareholders in the sale of the shares by them will be deemed an "underwriter" within the meaning of the Securities Act, and any commissions or discounts received by them and any profits on the resale of shares purchased by them will be deemed to be underwriting commissions under the Securities Act. In the event any selling shareholder engages a broker-dealer to distribute their shares, and the broker-dealer is acting as underwriter, we will be required to file a post-effective amendment containing the name of the underwriter.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their common stock. In particular, during times that the selling shareholders are deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law.

Regulation M prohibits certain market activities by persons selling securities in a distribution. To demonstrate their understanding of those restrictions and others, selling shareholders will be required, prior to the release of unrestricted shares to themselves or any transferee, to represent as follows: that they have delivered a copy of this Prospectus, and if they are effecting sales on the Electronic Bulletin Board or inter-dealer quotation system or any electronic network, that neither they nor any affiliates or person acting on their behalf, directly or indirectly, has engaged in any short sale of our common stock; and for a period commencing at least 5 business days before his first sale and ending with the date of his last sale, bid for, purchase, or attempt to induce any person to bid for or purchase our common stock.

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If the Company's common shares are quoted for trading on the OTC Electronic Bulletin Board the trading in our shares will be regulated by Securities and Exchange Commission Rule 15g-9 which established the definition of a "penny stock". For the purposes relevant to the Company, it is defined as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the broker/dealer relating to the penny stock market, which, in highlight form, (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Before you trade a penny stock your broker is required to tell you the offer and the bid on the stock, and the compensation the salesperson and the firm receive for the trade. The firm must also mail a monthly statement showing the market value of each penny stock held in your account.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling shareholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

Because the selling shareholders have been deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Federal securities laws, including Regulation M, may restrict the timing of purchases and sales of our common stock by the selling shareholders and any other persons who are involved in the distribution of the shares of common stock pursuant to this Prospectus.

We are bearing all costs relating to the registration of the common stock. While we have no formal agreement to provide funding with our directors, they have verbally agreed to advance additional funds in order to complete the registration statement process. Any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock, however, will be borne by the selling shareholders or other party selling the common stock.

Terms of the Offering

This Offering commenced on the date the registration statement was declared effective (which also serves as the date of this prospectus) and continues for a period of 365 days.

Offering Proceeds

We will not receive any proceeds from the sale of any of the 1,070,000 shares by the selling shareholders.

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ITEM 9 - DESCRIPTION OF SECURITIES TO BE REGISTERED

COMMON STOCK

SKY PASS CORP is authorized to issue 75,000,000 shares of common stock, $0.001 par value. The company has issued 5,000,000 shares of common stock to date held by one (1) shareholder of record and 1,070,000 issued to 35 non-affiliate shareholders.

The holders of Sky Pass Corp’s common stock:

Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors;

Are entitled to share ratably in all of assets available for distribution to holders of common stock upon liquidation, Dissolution, or winding up of corporate affairs;

Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

Are entitled to one vote per share on all matters on which stockholders may vote.

The Company has no current plans to either issue any preferred stock or adopt any series, preferences or other classification of preferred stock.

PREEMPTIVE RIGHTS

No holder of any shares of SKY PASS CORP stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

NON-CUMULATIVE VOTING

Holders of SKY PASS CORP common stock do not have cumulative voting rights, which means that the holders of more than 50.0% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any directors.

CASH DIVIDENDS

As of the date of this prospectus, SKY PASS CORP has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and our financial position, general economic conditions, and other pertinent conditions. The Company does not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.

REPORTS

After this offering, SKY PASS CORP will make available to its shareholders annual financial reports certified by independent accountants, and will, furnish unaudited quarterly financial reports.

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ITEM 10 - INTEREST OF NAMED EXPERTS

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

The Law Firm of Novi & Wilkin have provided the legal opinion on the validity of the shares being offered.

Our audited statements for the period from inception (January 7, 2015) to January 31, 2015 are included in this prospectus. Prepared by John Scrudato CPA. We include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.

ITEM 11 - INFORMATION WITH RESPECT TO THE REGISTRANT

DESCRIPTION OF BUSINESS

We are a development stage enterprise that commenced operations in January 7, 2015, which has been limited to organizational and business development activities. We will be

1.	Formation of the Company; in Nevada January 7, 2015
2.	Development of our business plan; still a work in progress
3.	Evaluating various target industries to market our services; ongoing process
4.	The development of our initial online website; not yet completed, estimated by end of third quarter
5.	Research on services and pricing of our services. Ongoing research in this area

Currently, the company Sky Pass Corp has received preliminary approval for implementation of the project at three resorts in Switzerland: Grimentz, Thyon, and Chandolin. All the three ski resorts are located on the territory of Valais (Wallis) canton in the southwestern part of Switzerland. Our representative has held several preliminary meeting, during which resorts confirmed interest in the project. But because project is not launched yet we cannot provide any contracts or written agreements

Ski Pass – prepaid card which also serves as a pass to ski conveyor

Loyalty program – an option to pay for Ski Resort services in installments

It is an expert opinion of business plan authors composed on multiple sources and professional opinions.

The Company is an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

The Company shall continue to be deemed an emerging growth company until the earliest of:

(A)

(B)

the last day of the fiscal year of the issuer following the fifth (5^th) anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

(C)

the date on which such issuer has, during the previous three (3) year period, issued more than $1,000,000,000.00 in non-convertible debt; or

(D)

the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

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Number of Total Employees and Number of Full Time Employees

SKY PASS CORP has no operations. During this development period, we plan to rely exclusively on the services of our sole officer and director to establish business operations and perform or supervise the minimal services required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees. The responsibilities are mainly administrative at this time, as our operations are minimal.

DESCRIPTION OF PROPERTY

Office space, utilities and storage are currently being provided free of charge at the present time. There are currently no proposed programs for the renovation, improvement or development of the facilities currently in use.

LEGAL PROCEEDINGS

Nadav Rozenberg, our officer and director has not been convicted in a criminal proceeding.

Nadav Rozenberg, our officer and director has not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

There are no known pending legal or administrative proceedings against the Company.

No officer, director, significant employee or consultant has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy filing or within two years prior to that time.

MARKET PRICE OF AND DIVIDENDS ON THE ISSUER’S COMMON STOCK

Market Price

As of the date of this prospectus, there is no public market in SKY PASS CORP common stock. This prospectus is a step toward creating a public market for our stock, which may enhance the liquidity of our shares. However, there can be no assurance that a meaningful trading market will develop. SKY PASS CORP and its sole officer and director, Mr. Rozenberg, makes no representation about the present or future value of our common stock.

As of the date of this prospectus,

There are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of Sky Pass Corp;

There are currently 5,000,000 shares of our common stock held by our officer and director that are not eligible to be sold pursuant to Rule 144 under the Securities Act;

Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to the current shareholder.

All of the presently outstanding shares of common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which became effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at any time previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

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At the present time, the Company is classified as a “shell company” under Rule 405 of the Securities Act. As such, all restricted securities presently held by the founders of the Company may not be resold in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases to be a “shell company”; (2) the Company has filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

HOLDERS

As of the date of this prospectus, SKY PASS CORP has 5,000,000 shares of $0.001 par value common stock issued and outstanding held by 1 shareholder of record and 1,070,000 common shares held by thirty five (35) shareholders of record.

DIVIDENDS

We have neither declared nor paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section must be read in conjunction with the Audited Financial Statements included in this prospectus.

PLAN OF OPERATION

SKY PASS CORP was incorporated on January 7, 2015.

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Market analysis

Market of ski resorts

In recent decades, ski resorts have developed steadily and seen an increased in the number of visitors. As of today, the ski industry is booming and gaining an increasing number of fans. Despite its dependence on weather conditions and the fact that it is tied to a geographical location, this sector firmly maintains one of the leading positions in the tourism industry. Ski industry is growing within the above average net worth individuals segment that is shrinking by itself, however by realizing sky Pass project we intent to increase number of visitors that can afford visiting ski resorts.

FIGURE 1 DISTRIBUTION OF SKI RESORTS WORLDWIDE, %

Source: "International Report on Snow & Mountain Tourism", Laurent Vanat, 2014

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It is known that the ski industry is represented in practically all regions of the world. However, it should be noted that the most important region is the Alps, where the largest number of ski resorts - 36% (Figure 1) - are located. This is our expert opinion based on the ski leisure market research as well as Alps are the region were we have preliminary agreements for partnerships. The largest and most popular ski resorts in the world, which are the most popular among visitors, are located in the Alps. The American continent, which accounts for 22% of the world market, should also be noted, although, as a rule, a small number of major ski resorts and a large array of medium-sized - but no less notable representatives of this industry - are located in this region. The Asia-Pacific region accounts for 18%. Ski resorts in Western Europe outside the Alps belt and those in the regions of Eastern Europe and Central Asia account for 12% of the world market.

It should be emphasized that European resorts (collectively, the Alps region and the Western European region) represent practically half (46%) of the world market of ski resorts.

The capabilities of the technical partner SkiData AG

The company Sky Pass Corp has reached preliminary agreement with the company SkiData AG, the main provider of access solution to ski resorts, on joint issue of Ski Pass prepaid cards. This company occupies a significant position on the market, providing services involving management of access and entry systems to ski resorts. In addition to ski resorts, SkiData AG operates on markets such as shopping centers, airports, municipal systems, sports stadiums, fairs, amusement parks, and others.

SkiData is a company that provides access systems to the ski resorts. Besides only Ski Data produces Ski Pass for those systems where the identification is a SkiData chip. Between SkiData and B4U Card Solutions Limited there is an agreement to produce prepaid cards Mastercard with a SkiData Chip, which may also serve as a SkiPass. Between Sky Pass Corp and B4U Card Solutions Limited there is a preliminary agreement to produce such prepaid cards after the agreeing on corresponding card program. B4U is not affiliated with SkiData. (see exhibit 10.1 and exhibit 10.2)

Name: SkiData AG

Website: http://www.skidata.com/

Headquarters: Untersbergstraße 40 Grödig, Salzburg 5083 Austria

Date of foundation: 1977

Countries of operation: 90 countries

Description of the Product

How it works

Ski Pass Corporation pays a ski resort and all infrastructural facilities such as restaurants, hotels, and equipment rental services for 10,000 client visits (for example). Considering the advance payment and wholesale purchase, the discount on each of these items will be 15-20%. We hope to raise the necessary funds for this process thru the sale of equity however such equity funding may not be available or may not be available on terms which are beneficial and or acceptable. At this time there are no preliminary agreements in place with ski resorts to begin realization of the program, but there are no parameters of the discount and commissions and fees. In average we see it in the range of 5-15%

A prerequisite for purchase of this volume of services is introduction of a loyalty system (Resort Money) at the resort, through which the client will be able to pay for these services in the future.

Sky Pass Corporation offers vacations on credit at the ski resort to customers through various promotion channels. The price corresponds to the current prices at the resort and the loan rate is lower than the current rate in the country where the resort is located. Discount lending rate will be achieved due to discounted base of sum for lent services which appears due to wholesale discount price. “Current country rate” is taken from the field research of retail banking rates in each particular country presented in the business plan. “Weekend Credit” is mostly designed for local clients that can go to the ski resort on the weekend. Therefore we took local rate for consumer credits. Regarding competition we will buy large volume and pay for it instantly so we don’t see a risk there. Also there is a risk for resort not to sell a discount package

A compulsory condition for obtaining credit for a vacation is purchase of a MasterCard (Visa) prepaid card with the Ski Pass function. This is because it is only through this card that the customer can use Resort Money to pay for services at the resort for which the loan is intended. Client can use card as a payment instrument anywhere but for the ski services only with contracted resorts. Card will be distributed through next channels:

-online sales

-participation in specialized exhibitions and conferences

-via travel agencies and tour operators

- directly on Ski resorts

No loan approval is needed as credit facility may be used only within resort.

The customer pays for the lift, travels, equipment rental, restaurants, and hotels with the Ski Pass card Under the Resort Money system. He can use this same card during the next visit to the resort.

The client repays this loan to Sky Pass Corporation within one year.

Results of Operations

The Company has not generated any revenues since inception and sustained a net loss of $9,575 for the period from inception to June 30, 2015.

Dependence on one or a few major customers

We have no clients

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Patents, Trademarks, Licenses, Agreements or Contracts

None at this time

Governmental Controls, Approval and Licensing Requirements

We are not currently subject to direct federal, state or local regulation other than the requirement to have a business license for the areas in which we conduct business.

Number of Employees

The Registrant has no full time employees. The Registrant's officer has agreed to allocate a portion of his time to the activities of the Registrant, without compensation. Our sole officer and director, Mr. Rozenberg anticipates that the business plan of the Company can be implemented by our officer devoting approximately ten (10) hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer. See "DIRECTORS, EXECUTIVE OFFICERS"

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Since inception until the present time, the principal independent accounting for the Company has neither resigned (nor declined to stand for reelection) nor have been dismissed.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our director is elected by the stockholders to a term of one year and serve, until a successor is elected and qualified. Our officer is appointed by the Board of Directors to a term of one year and serve, until a successor is duly elected and qualified, or until removed from office. Our Board of Directors does not have any nominating, auditing or compensation committees.

The following table sets forth certain information regarding our executive officer and director as of the date of this prospectus:

Notes:

(1)

Our director will hold office until the next annual meeting of the stockholders, typically held on or near the anniversary date of inception, and until successors have been elected and qualified. Mr. Rozenberg is the sole director and he appointed himself as the company’s sole officer and will hold office until resignation or removal from office.

(2)

Nadav Rozenberg has outside interests and obligations other than SKY PASS CORP He intends to spend approximately ten (10) hours per month on our business affairs. At the date of this prospectus, SKY PASS CORP is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

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BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Nadav Rozenberg, President, Secretary, Treasurer, Director, Sole Shareholder, age 49

Nadav Rozenberg is currently the CEO of Sky Pass Corp, with extensive experience and management skills. Worked as well as a General Manager since September 2012 for Mondovi Marketing Inc., a large retail company which are focusing on tradeshows, shopping centers and import of natural pain relief items.

From 2008 to 2012 was the Regional and General Manager of A.S Trading Inc., which was operating stores locations in shopping centers around the nation.

Nadav Rozenberg was born and raised in Israel, speaks Hebrew and English.

The registrant currently has no independent directors as the sole director of the company is Nadav Rozenberg.

In general, officers and directors of a Nevada corporation are obligated to exercise their powers in good faith and with a view to the interests of the corporation.

Legal

Board Committees

SKY PASS CORP has not yet implemented any board committees as of the date of this prospectus.

Directors

The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Although we anticipate appointing additional directors, the Company has not identified any such person or any time frame within which this may occur.

EXECUTIVE COMPENSATION

Summary Compensation Table

	Annual Compensation				Long-Term Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options (#)	LTIP Payouts ($)	All Other Compensation ($)

Nadav Rozenberg.	2015	-	-	-	-	-	-	-
Officer and Director

DIRECTORS' COMPENSATION

Our director is not entitled to receive compensation for services rendered to Sky Pass Corp, or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

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EMPLOYMENT CONTRACTS AND OFFICERS' COMPENSATION

Since Sky Pass Corp’s incorporation on January 7, 2015, we have not paid any compensation to any officer, director or employee. We do not have employment agreements. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as it maintains a positive cash flow.

STOCK OPTION PLAN AND OTHER LONG-TERM INCENTIVE PLAN

SKY PASS CORP currently does not have existing or proposed option or SAR grants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of our common stock by all persons known to us to be beneficial owners of more than five percent (5.0%) of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.


					Percent of Class
Title Of Class		Name, Title and Address of Beneficial Owner of Shares⁽¹⁾	Amount of Beneficial Ownership⁽²⁾		Before Offering			After Offering
	Common	Nadav Rozenberg, President, Secretary, Treasurer and Director		5,000,000		82	%		82	%

		All Directors and Officers as a group (1 person)		5,000,000		82	%		82	%

Footnotes

(1)

The address of the executive officer and director is c/o Sky Pass Corp.

(2)

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On or about January 7, 2015, Nadav Rozenberg, our officer and director, paid for expenses involved with the incorporation of SKY PASS CORP with personal funds on behalf of Sky Pass Corp, in exchange for 5,000,000 shares of common stock each, par value $0.001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.

The price of the common stock issued to Nadav Rozenberg was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, the Company was recently formed or in the process of being formed and possessed no assets.

Nadav Rozenberg, the company’s sole officer and director is the only promoter of the company.

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REPORTS TO SECURITY HOLDERS

After this offering, SKY PASS CORP will furnish shareholders with audited annual financial reports certified by independent accountants, and will furnish unaudited quarterly financial reports.

After this offering, SKY PASS CORP will file periodic and current reports with the Securities and Exchange Commission as required to maintain the fully reporting status. The Company is filing a Form 8A concurrently with this registration.

The public may read and copy any materials SKY PASS CORP files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Sky Pass Corp’s SEC filings will also be available on the SEC's Internet site. The address of that site is: http://www.sec.gov

ITEM 12A – DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Securities and Exchange Commission’s Policy on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the company pursuant to any provisions contained in its Articles of Incorporation, Bylaws, or otherwise, SKY PASS CORP has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by SKY PASS CORP of expenses incurred or paid by a director, officer or controlling person of SKY PASS CORP in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, SKY PASS CORP will, unless in the opinion of SKY PASS CORP legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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FINANCIAL STATEMENTS

Financial Statements

Sky Pass Corp

January 7, 2015 (inception) to June, 2015 (audited)

Sky Pass, Corp

Contents			Page

Balance Sheet at June 30, 2015 (audited)			F-1

Statements of Operations for the period January 7, 2015 (inception) through through June 30, 2015 (audited)			F-2

Statements of Cash Flows for the period January 7, 2015 (inception) through through June 30, 2015 (audited)			F-3

Statements of Shareholder's Equity for the period January 7, 2015(inception) through June 30, 2015 (audited)			F-4

Notes to Financial Statements			F6-F11

Report of Independent Registered Public Accounting Firm			F-12

F-1

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SKY PASS CORP

BALANCE SHEET

	June 30, 2015
	(Audited)
Assets
Current assets
Cash and cash equivalents	$	200
Total Current assets		200

Total Assets	$	200

Liabilities and Equity(Deficit)
Current liabilities
Accrued expenses		825
Total Current Liabilities		825

Commitments and Contingencies - Note 7
SKY PASS CORP Shareholder's Deficit
Common Stock, $0.001 par value; 75,000,000
shares authorized 6,070,000 issued and
outstanding June 30, 2015		6,070
Additional Paid in Capital		2,880
Accumulated deficit		(9,575	)
Total Equity(Deficit)		(625	)
Total liabilities and equity(Deficit)	$	200

The accompanying notes are an integral part of these financial statements

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SKY PASS CORP

STATEMENT OF OPERATIONS

	For the period January 7, 2015 (Inception) to June 30, 2015
	(Audited)

Revenues	$	0

Operating Expenses		9,575

Net Income(Loss) from Operations		(9,575	)

Other Income (Expense)		0

Net Income(Loss) Before
Provision for Income Taxes		(9,575	)

Provision for income taxes		0

Net Income(Loss)	$	(9,575	)

Basic and Diluted Loss Per Share		(0.00	)

Weighted average number of shares outstanding		5,547,197

The accompanying notes are an integral part of these financial statements

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SKY PASS CORP

STATEMENT OF CASH FLOW

	For the period January 7, 2015 (Inception) to June 30, 2015
	(Audited)
Cash flows from operating activities:
Net income (loss)	$	(9,575	)
Stock issued for compensation		5,750

Increase(decrease) in accrued expenses		825
Net cash used in operating activities		(3,000	)

Cash flows from investing activities:
None		0
Net cash provided(used) by investing activities		0

Cash flows from financing activities:
Net proceeds from sale of stock		3,200
Net cash provided(used) by financing activities		3,200

Increase in cash and equivalents		200

Cash and cash equivalents at beginning of period		0

Cash and cash equivalents at end of period	$	200

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

None	$	0

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

None	$	0

The accompanying notes are an integral part of these financial statements

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SKY PASS CORP

STATEMENT OF STOCKHOLDER'S DEFICIT

FOR THE PERIOD ENDED JANUARY 7, 2015 (INCEPTION), THROUGH JANUARY 31, 2015

(Audited)

	Common Stock		Common Stock				Accumulated
	Shares		Amount		ACIP		Deficit			Total

Initial Balances January 7, 2015(inception)		0	$	0	$	0	$	0		$	0
Capital stock issuance		320,000		320		2,880		0			3,200
Stock compensation		5,750,000		5,750		0		0			5,750
Net Income(loss) 1/7/2015 to 6/30/2015		0		0		0		(9,575	)		(9,575	)
Balances June 30, 2015		6,070,000	$	6,070	$	2,880	$	(9,575	)	$	(625	)

The accompanying notes are an integral part of these financial statements

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SKY PASS CORP

Notes to Financial Statements

AS OF JUNE 30, 2015

Note 1. Organization, History and Business

Sky Pass Corp (“the Company”) was incorporated in Nevada on January 7, 2015. The Company has adopted a year end of December 31. You can find us at 18124 Wedge Pkwy, Ste 1050, Reno, NV 89511.

The company is developing a “Money” card (debit) for use in various global ski resorts and hotels. We hope to develop an international network offering our services.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition

Revenue is derived from sales of products to distributors and consumers. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts and terms are recorded by contract.

Accounts Receivable

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.

Allowance for Doubtful Accounts

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

Stock Based Compensation

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

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SKY PASS CORP

Notes to Financial Statements

AS OF JUNE 30, 2015

Note 2. Summary of Significant Accounting Policies (continued)

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

During the period January 7, 2015(inception) through June 30, 2015, the Company reported no options have been granted to date.

Loss per Share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

Cash and Cash Equivalents

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

Organization Cost

The Company has a policy to expense organization and offering cost as incurred. To date for period January 7, 2015(inception) through June 30, 2015 the Company has incurred $3,825 in organization cost.

Concentration of Credit Risk

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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.

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SKY PASS CORP

Notes to Financial Statements

AS OF JUNE 30, 2015

Note 2. Summary of Significant Accounting Policies (continued)

Business segments

ASC 280, “Segment Reporting” 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. The Company determined it has one operating segment as of June 30, 2015.

Income Taxes

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

Recent Accounting Pronouncements

On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

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

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SKY PASS CORP

Notes to Financial Statements

AS OF JUNE 30, 2015

Note 3. Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

	6/30/2015

U.S statutory rate		34.00%
Less valuation allowance		(34.00%)

Effective tax rate		0.00%

The significant components of deferred tax assets and liabilities are as follows:

	6/30/2015
Deferred tax assets

Net operating losses	$	(8,475)

Deferred tax liability

Net deferred tax assets		(2,882)
Less valuation allowance		2,882

Deferred tax asset - net valuation allowance	$	0

On an interim basis, the Company has a net operating loss carryover of approximately $8,475 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of June 30, 2015.

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the three months ended June 30, 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

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SKY PASS CORP

Notes to Financial Statements

AS OF JUNE 30, 2015

Note 4. Related Party Transactions

Related Party Stock Issuances:

There were no related party transactions for the period ended June 30, 2015.

Note 5. Stockholders’ Equity

Common Stock

Note 6. Commitments and Contingencies

Commitments:

The Company currently has no long term commitments as of our balance sheet date.

Contingencies:

None as of our balance sheet date.

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SKY PASS CORP

Notes to Financial Statements

AS OF JUNE 30, 2015

Note 7 – Net Income(Loss) Per Share

The following table sets forth the information used to compute basic and diluted net income per share attributable to Sky Pass Corp. for the period January 7, 2015(inception) through June 30, 2015:

	1-Jan-15

Net Income (Loss)	$	(9,575)

Weighted-average common shares outstanding basic:

Weighted-average common stock		5,297,500
Equivalents
Stock options		0
Warrants		0
Convertible Notes		0
Weighted-average common shares
outstanding- Diluted		5,297,500

Note 8. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has limited operations and consistently incurred operating losses, and as of June 30, 2015 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 9. Subsequent Events

We have evaluated subsequent events and transactions that occurred through the date and time our financial statements were issued for potential recognition or disclosure in the accompanying financial statements. We did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.

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Scrudato & Co., PA

CERTIFIED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Sky Pass Corp

We have audited the accompanying balance sheets of Sky Pass Corp (“the Company”) as of June 30, 2015 and the related statements of operations, stockholder's deficit, and cash flows for the period January 7, 2015(inception) through June 30, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of 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 controls 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. An audit also 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sky Pass Corp as of June 30, 2015 and the results of its operations and its cash flows for the period January 7, 2015(inception) through June 30, 2015, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8, the Company has limited operating history and has incurred losses since inception and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ Scrudato & Co., PA

Califon, New Jersey

July 30, 2015

7 Valley View Drive Califon, New Jersey 07830

Registered Public Accounting Company Oversight Board Firm

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[Back Page of Prospectus]

PROSPECTUS

1,070,000 SHARES OF COMMON STOCK

SKY PASS CORP

_______________

Dealer Prospectus Delivery Obligation

Until _____________ ___, 2015, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by SKY PASS CORP in connection with the sale of the common stock being registered. SKY PASS CORP has agreed to pay all costs and expenses in connection with this offering of common stock. Nadav Rozenberg is the source of the funds for the costs of the offering. Mr. Rozenberg has no agreement in writing to pay the expenses of this offering on behalf of SKY PASS CORP and thus, such agreement to do so is not enforceable. The estimated expenses of issuance and distribution, assuming the maximum proceeds are raised, are set forth below.


Legal and Professional Fees	$	20,000.00
Accounting Fees	$	3,500.00
Registration Fee	$	2.36

Total	$	23,502.36

ITEM 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sky Pass Corp’s Articles of Incorporation and Bylaws provide for the indemnification of a present or former director or officer to the fullest extent permitted by Nevada law, against all expense, liability and loss reasonably incurred or suffered by the officer or director in connection with any action against such officer or director.

Officers and Directors indemnification is covered by Section 78.7502

NRS 78.7502. Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person:

(a)

Is not liable pursuant to NRS 78.138; or

(b)

Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.

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A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person:

(a)

Is not liable pursuant to NRS 78.138; or

(b)

Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

ITEM 15 - RECENT SALES OF UNREGISTERED SECURITIES

On January 7, 2015 the Company issued 5,750,000 of its authorized common stock to its founders in exchange for services valued at $5,750.

On January 27, 2015 the Company issued 1,070,000 shares of common stock to thirty five non affiliate shareholders pursuant to subscription agreements for proceeds of $10,700.

Security holders acquired their shares by purchase exempt from registration under Regulation S of the 1933 Act

We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

We believed that Regulation S was available because:

None of these issuances involved underwriters, underwriting discounts or commissions;
We placed Regulation S required restrictive legends on all certificates issued;
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
We placed Regulation S required restrictive legends on all certificates issued;

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

Access to all our books and records.
Access to all material contracts and documents relating to our operations.
The opportunity to obtain any additional information, to the extent we possessed such information,
necessary to verify the accuracy of the information to which the investors were given access.

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Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.

ITEM 16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.		Description of Exhibits

3.1	(1)	Articles of Incorporation of the Company

3.2	(1)	Bylaws of the Company

5.1	(1)	Opinion on Legality

10.1	(1)	Letter of Intent with SKIDATA AG

10.2		SkiData AG agreement dated May 19, 2015

23.2		Consent of Independent Auditor

(1)

Previously filed

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ITEM 17 - UNDERTAKINGS

UNDERTAKINGS

a. The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20.0% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however, that:

Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

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If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned.

Sky Pass Corp

(Registrant)

By: /s/ Nadav Rozenberg

Nadav Rozenberg, President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Nadav Rozenberg	President, Secretary and Director	October 23, 2015
Nadav Rozenberg	Chief Executive Officer




/s/ Nadav Rozenberg	Treasurer	October 23, 2015
Nadav Rozenberg	Chief Accounting Officer, Chief Financial Officer

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Position

Period of Service⁽¹⁾

Nadav Rozenberg Sr.

President, Secretary, Treasurer, and Director

Inception – Current

SKY PASS CORP S-1/A