UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB /A
Amendment
No. 1
(Mark
One)
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x
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2007
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o
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from ____ to _____
Commission
File Number: 000-27549
SKYE
INTERNATIONAL, INC.
(Name of
small business issuer in its charter)
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NEVADA
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88-0362112
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer Identification No.)
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7701 E. Gray
Rd, Suite 4 Scottsdale, AZ 85260
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(Address of principal executive
offices) (Zip Code)
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Issuer’s telephone number:
(480)
993-2300
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Securities registered under
Section 12(b) of the Exchange Act: None
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Securities registered under
Section 12(g) of the Exchange Act:
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Common Stock,
$0.001 Par Value
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Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No o
1
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB. o
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
o No x
State
issuer’s revenues for its most recent fiscal year. $0
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60
days. $1,866,092 as of April 10, 2008
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 42,539,797 shares as of April 10,
2008.
Transitional Small Business Disclosure
Format (Check one): Yeso No x
2
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 to Form 10-KSB for the fiscal year ended December
31, 2007, as originally filed with the SEC on April 15, 2008, to (1) correct our
file number found on the cover page, (2) revise Item 8A to report on
management’s assessment of internal control over financial reporting, and (3)
file a revised certification by our principal executive and principal financial
officer.
This
Amendment No. 1 continues to speak as of the date of the original Form 10-KSB
for the fiscal year ended December 31, 2007 and we have not updated or amended
the disclosures contained herein to reflect events that have occurred since the
filing of the Form 10-KSB, or modified or updated those disclosures in any way
other than as described in the preceding paragraphs. Accordingly, this
Amendment No. 1 should be read in conjunction with our filings made with the SEC
subsequent to the filing of the original Form 10-KSB on April 15,
2008.
PART
II
ITEM
8A. CONTROLS AND PROCEDURES
Evaluation
of disclosure controls and procedures
Management,
with the participation of our Chief Executive Officer and the Chief Financial
Officer, carried out an evaluation of the effectiveness of our “disclosure
controls and procedures” (as defined in the Exchange Act, Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this report (the “Evaluation
Date”). Based upon that evaluation, the Company’s Chief Executive Officer and
Chief Financial Officer concluded that, as of December 31, 2007, our disclosure
controls and procedures were ineffective to ensure that the information we were
required to disclose in reports that we file or submit under the Securities and
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms.
More specifically, the company identified a material weakness due to a lack of
sufficient personnel with appropriate knowledge in U.S. GAAP and lack of timely
recording of transactions, supporting documentation and sufficient analysis
of the application of U.S. GAAP to transactions, including but not limited to
equity transactions. During the year ended December 31, 2007, there was no
change in our internal control over financial reporting identified in connection
with the evaluation that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Internal
Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Company. Our internal control system is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.
Management
has assessed the effectiveness of the Company’s internal controls over financial
reporting as of September 17, 2008. In making this assessment,
management used the criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this evaluation, management has concluded
that the Company’s internal control over financial reporting was effective as of
September 17, 2008.
As of
December 31, 2007, the Company determined that it had a deficiency in
internal controls over the application of current US GAAP principles originating
in 2004 when an effective review of the Balance Sheet was not performed. As a
result of the ineffective review, errors in the year-end 2004 were not detected
prior to the issuance of the annual 2004 consolidated financial statements. This
control deficiency resulted in the restatement of our annual 2004 consolidated
financial statements as set forth in Form 10-KSB/A filed June 14, 2006.
Management concluded that this and other control deficiencies constituted a
material weakness that continued throughout 2005, 2006 and 2007.
During
the 2008 fiscal year, the Company implemented a new secure accounting system,
separated internal responsibilities for accounting, record keeping, check
writing and reconciliation between different parties with the Company and also
adopted various policies and procedures designed to implement the Integrated
Framework issued by COSO. These actions constituted changes in the
Company’s internal control over financial reporting that are reasonably likely
to affect the Company’s internal control over financial
reporting.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.
3
ITEM 13. EXHIBITS
Regulation
S-B
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Number
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Exhibit
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2.1
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Agreement
of Share Exchange and Plan of Reorganization dated November 4, 2003
(1)
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3.1
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Articles
of Incorporation of Amexan, Inc (2)
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3.2
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Articles
of Amendment of Articles of Incorporation of Amexan, Inc.
(2)
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3.3
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Articles
of Amendment of Articles of Incorporation of Nostalgia Motors, Inc.
(3)
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3.4
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Articles
of Amendment of Articles of Incorporation of Elution Technologies, Inc.
(4)
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3.5
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Articles
of Amendment of Articles of Incorporation of Tankless Systems Worldwide,
Inc. (5)
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3.6
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Bylaws,
as Amended (6)
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10.1
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2003
Stock Incentive Plan (7)
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10.2
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2003
Stock Incentive Plan #2 (8)
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10.3
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2005
Stock Incentive Plan (9)
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10.4
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Manufacturing
Services Agreement between Jabil Circuit, Inc., and Skye International,
Inc. (10)
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10.5
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Consulting
Agreement between Skye International, Inc., and Sundance Financial Corp,
including amendments (5)
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10.6
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Consulting
Agreement between Skye International, Inc., and Digital Crossing, LLC,
including amendments (5)
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10.7
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Stock
Option Agreement between Skye International, Inc., and Sundance Financial
Corp., including amendments (5)
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10.8
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Stock
Option Agreement between Skye International, Inc., and Digital Crossing,
LLC, including amendments (5)
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10.9
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Personal
Services Consulting Agreement between Skye International, Inc., and Gregg
C. Johnson #(5)
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10.11
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Convertible
notes to Ted Marek (13)
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10.12
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Convertible
notes to Perry Logan (13)
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14.1
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Code
of Ethics (14)
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16.1
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Letter
from Shelley International, CPA (11)
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16.2
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Letter
from Semple & Cooper, CPA (12)
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21.1
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Subsidiaries
of Skye International, Inc.
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* Filed
with this Annual Report
# Relates
to executive compensation
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(1)
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Incorporated
by reference to the exhibits to the registrant’s current report on Form
8-K, filed November 7, 2003.
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(2)
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Incorporated
by reference to the exhibits to the registrant’s registration statement on
Form 10-SB, filed October 5, 1999.
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(3)
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Incorporated
by reference to the exhibits to the registrant’s annual report on Form
10-KSB for the fiscal year ended December 31, 2002, filed May 15,
2003
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(4)
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Incorporated
by reference to the exhibits to the registrant’s quarterly report on Form
10-QSB for the fiscal quarter ended June 30, 2003, filed August 21,
2003.
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(5)
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Incorporated
by reference to the exhibits to the registrant’s annual report on Form
10-KSB for the fiscal year ended December 31, 2005.
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(6)
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Incorporated
by reference to the exhibits to the registrant’s current report on Form
8-K, filed February 24, 2006.
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(7)
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Incorporated
by reference to the exhibits to the registrant’s registration statement on
Form S-8, file number 333-108728, filed September 12,
2003.
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(8)
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Incorporated
by reference to the exhibits to the registrant’s registration statement on
Form S-8, file number 333-111348, filed December 19,
2003.
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(9)
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Incorporated
by reference to the exhibits to the registrant’s registration statement on
Form S-8, file number 333-123663, filed March 30, 2005.
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(10)
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Incorporated
by reference to the exhibits to the registrant’s current report on Form
8-K, filed February 23, 2006
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(11)
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Incorporated
by reference to the exhibits to the registrant’s current report on Form
8-K/A, filed March 7, 2006.
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(12)
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Incorporated
by reference to the exhibits to the registrant’s current report on Form
8-K/A, filed June 15, 2006.
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(13)
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To
be filed by amendment.
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| (14) | Incorporated by reference to the exhibits to the registrant's annual report on Form 10-KSB for the fiscal year ended December 31, 2007. |
4
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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SKYE
INTERNATIONAL, INC.
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Date: September
17, 2008
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/s/ Perry
Logan
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Perry
Logan
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Title Chief
Executive Officer
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In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/
Perry Logan
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Chief
Executive Officer, Chief Financial Officer (Principal Executive, Financial
and Accounting Officer)
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September
17, 2008
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Perry
Logan
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/s/
Mark D.
Chester
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Director
and Chairman
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September 17,
2008
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Mark
D. Chester
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/s/
Perry D.
Logan
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Director
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September 17,
2008
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Perry D.
Logan
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/s/ Thadeus (Ted) F.
Marek
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Director, Secretary and
Treasurer
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September 17,
2008
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Thadeus (Ted) F.
Marek
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/s/
Wesley G. Sprunk
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Director
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September 17,
2008
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Wesley G.
Sprunk
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5