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<TITLE>Form S-8 for Skyway Communications Holding Corp </TITLE>
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<PRE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       <B>SKYWAY COMMUNICATIONS HOLDING CORP</B>
               (Exact name of issuer as specified in its charter)

                  <B> Florida                               65-0881662</B>
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)             Identification No.)


             <B>1680 Michigan Avenue, Suite 1000, Miami Beach, Fl 33139</B>
               (Address of Principal Executive Offices) (Zip Code)

                                   Consulting
                           Shares Issued For Services
                            (Full title of the Plan)


                     (Name and address of agent for service)



Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.


                         <B>CALCULATION OF REGISTRATION FEE</B>


                                     Proposed      Proposed
  Title of                           maximum       maximum
  securities         Amount          Offering      aggregate     Amount of
  to be              to be           price per     offering      registration
  registered         registered(3)   share(1)(2)   price         fee (1)
  ----------          ----------     ----------    ----------    ----------
  Common Stock,       2,050,000      $      .28    $  574,000    $    56.25
  $.001 par value     2,000,000             .15       300,000         72.60
                      1,000,000             .30       300,000         72.60
                      1,000,000             .55       550,000         50.60
                      1,000,000            1.00     1,000,000         92.00
                      1,250,000            1.10     1,237,500        113.85
                      4,000,000             .20       800,000          73.6
Warrants                      3      $     .001    $     .003     $     .01

TOTAL                                                             $  531.51


                                       1
<PAGE>


(1)   The fee with respect to these shares has been calculated pursuant to Rules
      457(h) and 457(c) under the Securities Act of 1933 and based upon the
      average of the last price per share of our Common Stock on July 1, 2003 a
      date within five (5) days prior to the date of filing of this registration
      statement, as reported by the OTC Electronic Bulletin Board.

(2)   Estimated solely for the purpose of calculating the registration fee.

(3)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable pursuant to this Registration Statement
      by reason of any stock dividend, stock split, recapitalization or any
      other similar transaction effected without the receipt of consideration
      which results in an increase in the number of the Registrant's outstanding
      shares of Common Stock.

Documents Incorporated by Reference                           [X] Yes     No [ ]



                                     <B>PART II

Item 3. Incorporation of Documents by Reference.</B>

The following documents are incorporated by reference in this registration
statement and made a part hereof:

        (a)   The Company's Annual Report on Form 10-KSB for the year ended
              December 31, 2002 and 2001 and filed pursuant to Section 15(d) of
              the 1934 Act.

        (b)   The Company's Quarterly Report on Form 10-QSB for the quarters
              ended March 31, 2003, September 30, 2002, June 30, 2002 and March
              31, 2002 and filed pursuant to Section 15(d) of the 1934 Act.

        (c)   All other documents filed by us after the date of this
              registration statement under Section 13(a), 13(c), 14 and 15(d)
              of the 1934 Act, after today's date and prior to the filing of a
              post-effective amendment to this registration statement which
              indicates that all securities offered have been sold or which
              de-registers all securities then remaining in this registration
              statement and to be part thereof from the date of filing of such
              documents.


                                       2
<PAGE>


<B>Item 4. Description of Securities.</B>

Not Applicable.

<B>Item 5. Interest of Named Experts and Counsel.</B>

None

<B>Item 6. Indemnification of Directors and Officers.</B>

Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Florida law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Florida law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

<B>Item 7. Exemption From Registration Claimed.</B>

Not Applicable.


                                       3
<PAGE>


<B>Item 8. Exhibits.</B>

Number Description

        4.1     Consulting Agreement between Michael Farkas and the Company with
                Warrants attached

        4.2     Consulting Agreement between Bruce Baker and the Company with
                Warrants attached

        4.3     Consulting Agreement between Beadros Asare and the Company

        5.1     Consent and Opinion of Williams Law Group, P.A.

       23.1     Consent of Seligson &amp; Giannattasio, LLP.*

* To be filed by amendment


<B>Item 9. Undertakings.</B>

The undersigned registrant hereby undertakes:

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

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

     (b)  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; and

     (c)  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 (1)(a) and (1)(b) do not apply if
          the registration statement is on Form S-3 or Form S-8 and the
          information required to be included in a post-effective amendment by
          this paragraph is contained in periodic reports filed by us pursuant
          to Section 13 or Section 15(d) of the 1934 Act that are incorporated
          by reference in the registration statement.

(2) That, for the purpose of determining any liability under the 1933 Act, 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.


                                       4
<PAGE>


(3) 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.

(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement 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.

(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.


                                       5
<PAGE>


                                   <B>SIGNATURES</B>

Pursuant to the requirements of the Securities Act of 1933, we certify that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, there unto duly authorized, in the City of
Clearwater, State of Florida, on July 2, 2003.

                           SKYWAY COMMUNICATIONS HOLDING CORP

                           By: /s/ Brent Kovar
                                ----------------------------
                                   Brent Kovar
                                   President and Director


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                                  Date  7/3/03

                           By: /s/ Brent Kovar
                                ----------------------------
                                   Brent Kovar
                                   President and Director


</PRE>
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Form S-8 for Skyway Communications Holding Corp
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
SKYWAY COMMUNICATIONS HOLDING CORP
(Exact name of issuer as specified in its charter)
Florida                               65-0881662
(State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)             Identification No.)
1680 Michigan Avenue, Suite 1000, Miami Beach, Fl 33139
(Address of Principal Executive Offices) (Zip Code)

                                   Consulting
                           Shares Issued For Services
                            (Full title of the Plan)

                     (Name and address of agent for service)

Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed      Proposed
  Title of                           maximum       maximum
  securities         Amount          Offering      aggregate     Amount of
  to be              to be           price per     offering      registration
  registered         registered(3)   share(1)(2)   price         fee (1)
  ----------          ----------     ----------    ----------    ----------
  Common Stock,       2,050,000      $      .28    $  574,000    $    56.25
  $.001 par value     2,000,000             .15       300,000         72.60
                      1,000,000             .30       300,000         72.60
                      1,000,000             .55       550,000         50.60
                      1,000,000            1.00     1,000,000         92.00
                      1,250,000            1.10     1,237,500        113.85
                      4,000,000             .20       800,000          73.6
Warrants                      3      $     .001    $     .003     $     .01

TOTAL                                                             $  531.51

                                       1
(1)   The fee with respect to these shares has been calculated pursuant to Rules
      457(h) and 457(c) under the Securities Act of 1933 and based upon the
      average of the last price per share of our Common Stock on July 1, 2003 a
      date within five (5) days prior to the date of filing of this registration
      statement, as reported by the OTC Electronic Bulletin Board.

(2)   Estimated solely for the purpose of calculating the registration fee.

(3)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable pursuant to this Registration Statement
      by reason of any stock dividend, stock split, recapitalization or any
      other similar transaction effected without the receipt of consideration
      which results in an increase in the number of the Registrant's outstanding
      shares of Common Stock.

Documents Incorporated by Reference                           [X] Yes     No [ ]
PART II

Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement and made a part hereof:

        (a)   The Company's Annual Report on Form 10-KSB for the year ended
              December 31, 2002 and 2001 and filed pursuant to Section 15(d) of
              the 1934 Act.

        (b)   The Company's Quarterly Report on Form 10-QSB for the quarters
              ended March 31, 2003, September 30, 2002, June 30, 2002 and March
              31, 2002 and filed pursuant to Section 15(d) of the 1934 Act.

        (c)   All other documents filed by us after the date of this
              registration statement under Section 13(a), 13(c), 14 and 15(d)
              of the 1934 Act, after today's date and prior to the filing of a
              post-effective amendment to this registration statement which
              indicates that all securities offered have been sold or which
              de-registers all securities then remaining in this registration
              statement and to be part thereof from the date of filing of such
              documents.

                                       2
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None
Item 6. Indemnification of Directors and Officers.
Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Florida law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Florida law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption From Registration Claimed.
Not Applicable.

                                       3
Item 8. Exhibits.
Number Description

        4.1     Consulting Agreement between Michael Farkas and the Company with
                Warrants attached

        4.2     Consulting Agreement between Bruce Baker and the Company with
                Warrants attached

        4.3     Consulting Agreement between Beadros Asare and the Company

        5.1     Consent and Opinion of Williams Law Group, P.A.

       23.1     Consent of Seligson & Giannattasio, LLP.*

* To be filed by amendment
Item 9. Undertakings.
The undersigned registrant hereby undertakes:

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

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

     (b)  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; and

     (c)  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 (1)(a) and (1)(b) do not apply if
          the registration statement is on Form S-3 or Form S-8 and the
          information required to be included in a post-effective amendment by
          this paragraph is contained in periodic reports filed by us pursuant
          to Section 13 or Section 15(d) of the 1934 Act that are incorporated
          by reference in the registration statement.

(2) That, for the purpose of determining any liability under the 1933 Act, 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.

                                       4
(3) 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.

(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement 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.

(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.

(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.

                                       5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, there unto duly authorized, in the City of
Clearwater, State of Florida, on July 2, 2003.

                           SKYWAY COMMUNICATIONS HOLDING CORP

                           By: /s/ Brent Kovar
                                ----------------------------
                                   Brent Kovar
                                   President and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                                  Date  7/3/03

                           By: /s/ Brent Kovar
                                ----------------------------
                                   Brent Kovar
                                   President and Director