skypower-def14c081412.htm

DEF 14C 1 skypower-def14c081412.htm skypower-def14c081412.htm

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

o	Preliminary Information Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2))
x	Definitive Information Statement

SKY POWER SOLUTIONS CORP.

(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

x	No fee required
o	Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

1.	Title of each class of securities to which transaction applies:
2.	Aggregate number of securities to which transaction applies:

3.	Per unit price or other underlying value of transaction, computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4.	Proposed maximum aggregate value of transaction:
5.	Total fee paid:
o	Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1.	Amount Previously Paid:
2.	Form Schedule or Registration Statement No.:
3.	Filing Party:
4.	Date Filed:

SCHEDULE 14C INFORMATION STATEMENT

Pursuant to Regulation 14C of the Securities Exchange Act

of 1934, as amended

SKY POWER SOLUTIONS CORP.

420 North Nellis #A3-146

Las Vegas, Nevada 89110

Telephone: (702) 940-9940

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is being furnished to our shareholders on behalf of our board of directors pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of informing our shareholders of an amendment to our Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares, par value $.001 per share, to 500,000,000 shares, par value $.001 per share. The Company currently has no commitments or plans for the issuance of any shares of our common stock. This Information Statement is being furnished to the shareholders of record of our common stock, par value $.001 per share, on the record date as determined by our board of directors to be the close of business on August 17, 2012.

Our board of directors unanimously approved the amendment to our Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares, par value $.001 per share, to 500,000,000 shares, par value $.001 per share, on July 24, 2012. Our Company on the same date received the written consent from the shareholders of our company holding a majority (50.8%) of the outstanding shares of our common stock. Upon the expiration of the 20 day period required by Rule 14c-2 and in accordance with the provisions of the Private Corporations Law of the State of Nevada, our Company intends to file a Certificate of Amendment to our Articles of Incorporation to effect the amendment to increase our authorized common stock. The Certificate of Amendment will not be filed until at least 20 days after we file the Information Statement with the Securities and Exchange Commission and deliver the Information Statement to our shareholders of record.

The proposed Certificate of Amendment, attached hereto as Appendix A, will become effective when it has been accepted for filing by the Secretary of State of the State of Nevada. We anticipate that our Company will file the Certificate of Amendment 20 days after the Definitive Information Statement is first mailed to our shareholders.

The entire cost of furnishing this Information Statement will be borne by our Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our common stock held on the record date.

Our board of directors has fixed the close of business on August 17, 2012, as the record date for determining the holders of our common stock who are entitled to receive this Information Statement. As of August 17, 2012, the record date, there were 99,907,316 shares of our common stock issued and outstanding. We anticipate that this Information Statement will be mailed on or about August 24, 2012, to our shareholders of record.

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

PLEASE NOTE THAT THIS IS NOT AN OFFER TO PURCHASE YOUR SHARES.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Information Statement, none of the following persons have any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:

1.	any director or officer of our company since August 1, 2011, being the commencement of our last completed audited financial year;
2.	any proposed nominee for election as a director of our company; and
3.	any associate or affiliate of any of the foregoing persons.

The shareholdings of our directors and officers are set forth below in the section entitled “Principal Shareholders and Security Ownership of Management”.

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

As of the record date, there were 99,907,316 shares of common stock issued and outstanding, with a par value of $.001 per share, in the capital of our company. Each share of our company’s common stock is entitled to one vote.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 20, 2012 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, and (iii)officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of class	Name and address of beneficial owner	Number of Shares of Common Stock		Percentage of Outstanding Common Stock(1)

Common Stock
	Mehboob Charania President and Chief Executive Officer 420 North Nellis #A3-146 Las Vegas, Nevada 89110		0		*

	Liudmila Voinarovska Director 420 North Nellis #A3-146 Las Vegas, Nevada 89110		0		*

	All Officers and Directors as a Group (2 persons)		0		*

	Domino Developments Inc. Suite 100 Beachmont Business Center Kingston St Saint Vincent & The Gernadines West Indies		34,450,000		34.00	%

	Cameo Properties LLC Hunkins Waterfront Plaza PO Box 556 Charlestown, Nevis, West Indies		9,486,285		9.4	%

	Legend International LLC. Main Street Charlestown, Nevis West Indies		7,400,000		7.4	%

-------------------------

* Less than 1%

(1)	As of July 24, 2012, there were 99,907,316 shares of our common stock issued and outstanding.

AMENDMENT TO OUR COMPANY'S ARTICLES

The Board of Directors of the Company on July 24, 2012, adopted a resolution unanimously approving and recommending to the Company's stockholders for their approval an amendment to the Company's Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares, par value $.001 per share, to 500,000,000 shares, par value $.001 per share. The Board of Directors recommends the proposed increase in the authorized number of shares of common stock to insure that a sufficient number of authorized and unissued shares is available (i) to raise additional capital for the operations of the Company; and (ii) to make options and shares available to employees, future non-employee directors and consultants of the Company as an incentive for services provided to the Company. Such shares would be available for issuance by the Board of Directors of the Company without further action by the stockholders, unless required by the Company's Certificate of Incorporation or by the laws of the State of Nevada. Neither the presently authorized shares of common stock nor the additional shares of common stock that may be authorized pursuant to the proposed amendment carry preemptive rights. The Company's authority to issue up to 5,000,000 shares of Preferred Stock, par value $.001 per share, would remain unchanged by the proposed amendment.

With 99,907,316 shares of common stock issued and outstanding as of August 3, 2012, we have 92,684 authorized but unissued shares available for issuance. We believe that this number of shares is not an adequate number of shares to raise additional capital for the Company to satisfy existing obligations and for working capital, for grant of future options or for other corporate purposes. There are currently no set plans or arrangements relating to the possible issuance of any additional shares of common stock proposed to be authorized.

The additional shares of common stock, if issued, would have a dilutive effect upon the percentage of equity of the Company owned by present stockholders. The issuance of such additional shares of common stock might be disadvantageous to current stockholders in that any additional issuances would potentially reduce per share dividends, if any. Stockholders should consider, however, that the possible impact upon dividends is likely to be minimal in view of the fact that the Company has never paid dividends, has never adopted any policy with respect to the payment of dividends and does not intend to pay any cash dividends in the foreseeable future. In addition, the issuance of such additional shares of common stock, by reducing the percentage of equity of the Company owned by present stockholders, would reduce such present stockholders' ability to influence the election of directors or any other action taken by the holders of common stock.

Our company obtained shareholder approval for the amendment to the Company's Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares, par value $.001 per share, to 500,000,000 shares, par value $.001 per share, from our shareholders, Domino Developments Inc.Suite 100 Beachmont Business Center Kingston St Saint Vincent & The Gernadines West Indies 34,450,000shares of our common stock, or 34.00%; Cameo Properties LLC Hunkins Waterfront Plaza PO Box 556 Charlestown, Nevis, West Indies 9,486,285 shares of our common stock, or 9.4%; Legend International LLC. Main Street Charlestown, Nevis West Indies 7,400,0007.4%; for a total of 50.8%, of the issued and outstanding shares of our common stock. The amendment authorizing the amendment increasing the Company’s authorized common stock will not become effective until (i) we file the Information Statement with the Securities and Exchange Commission, (ii) at least 20 days after we deliver the Information Statement to our shareholders of record, and (iii) the Certificate of Amendment has been accepted for filing by the Secretary of State of the State of Nevada.

Annexed to this Information Statement and marked Exhibit A is the proposed amendment to the Articles of Incorporation of the Company.

DISSENTERS’ RIGHTS

Pursuant to the Private Corporations Law of the State of Nevada, shareholders of our common stock are not entitled to dissenters’ rights of appraisal with respect to the Amendment to our Articles of Incorporation increasing the number of our authorized shares of common stock.

FINANCIAL AND OTHER INFORMATION

For more detailed information on our Company, including financial statements, you may refer to our Form 10-K and other periodic reports filed with the Securities and Exchange Commission from time to time. Copies are available on the Securities and Exchange Commission’s EDGAR database located at www.sec.gov.

Pursuant to the requirements of the Securities Exchange Act of 1934, Sky Power Solutions Corp. has duly caused this Information Statement to be signed by the undersigned hereunto authorized.

August 24, 2012.

SKY POWER SOLUTIONS CORP.

By: /s/ Liudmila Voinarovska

Liudmila Voinarovska

President and Director

EXHIBIT A

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FOR NEVADA PROFIT CORPORATIONS

(Pursuant to NRS 78.385 and 78.390 – After issuance of Stock)

1. Name of corporation: Sky Power Solutions Corp.

2. The articles have been amended as follows: Paragraph (a) Article III of the Articles of Incorporation of the corporation is deleted in its entirety and the following is substituted therefore:

" Article III

(a) The corporation shall have authority to issue a total of Five Hundred Five Million (505,000,000) shares, of which Five Hundred Million (500,000,000) shares shall be Common Stock, par value $.001 per share (the "Common Stock"), and Five Million (5,000,000) shares shall be Preferred Stock, par value $.001 per share (the "Preferred Stock").”

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: _________ shares voted in favor of the amendment out of ________ shares outstanding and entitled to vote.

/s/ Liudmila Voinarovska __________, 2012

4. Officer Signature: ________________________________________________________

Liudmila Voinarovska, President and Chief Executive Officer