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                            <B>SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                    SKYWAY COMMUNICATIONS HOLDING CORPORATION</B>
                           (Exact Name of Registrant)

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

                             <B>6021 - 142nd Avenue NE
                              Clearwater, FL 33760</B>
              (Address and Zip Code of Principal Executive Offices)

                      <B>Corporate Creations Enterprises, Inc.
                             941 Fourth Street #200
                              Miami Beach, FL 33139</B>
                     (Name and Address of agent for service)

                                 <B>(305) 672-0686</B>
          Telephone number, including area code, of agent for service)

                         <B>CALCULATION OF REGISTRATION FEE

                                                Proposed maximum      Proposed maximum         Amount of
 Title of securities to     Amount to be            offering             aggregate           registration
     be registered           registered         price per share        offering price             fee</B>
_______________________     ____________        ________________      ________________       ____________

       Common                15,000,000              $0.225            $3,375,000.00            $427.62



(1) Pursuant to Rule 457(h), the maximum offering price per share and the
maximum aggregate offering price (estimated solely for the purpose of
calculating the registration fee is based upon the average of the bid and asked
price of the Registrant's Common Stock as of September 23, 2004.




                                        1




            <B>PART I - INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information</B>

This Prospectus is part of a Registration Statement which registered an
aggregate 15,000,000 shares of $.0001 par value, common stock of Skyway
Communications Holding Corporation (the "Company") which may be issued as set
forth in the Company's Year 2004 Stock Award Plan (the 'Plan').

The Plan is for selected consultants and advisors to the Company and is intended
to advance the best interests of the Company by providing stock-based
compensation to consultants of the Company.

The Board may award and issue shares of Common Stock under the Plan to an
Eligible Individual ('Stock Award'). Stock Award(s) may be made in lieu of cash
compensation or as additional compensation.

The individual(s) who shall be eligible to participate in the Plan shall be any
consultant, advisor or other person providing services to the Company, provided
the services are not related to any prohibited activity (hereinafter such
persons may sometimes be referred to as the 'Eligible Individuals'). Prohibited
Activity shall include the following:

        o Any services in connection with the offer or sale of securities in a
          capital-raising transaction, any services that directly or indirectly
          promote or maintain a market for the Company's securities, and any
          services in connection with a shell merger.

Mr. Richard Lough is initially appointed Special Master under the Plan. The
Special Master shall be a person who is not a recipient of shares under the Plan
and is not an officer or director of the Company. Prior to any issuance of
shares under this Plan, the Special Master must receive (1) a written invoice or
contract and (2) a notarized affidavit from the proposed recipient stating the
recipient knows and understands all requirements of stock issuance under Form
S-8 and that the recipient, the contract and the services provided, or to be
provided, there under are in full compliance with the requirements of Form S-8.
The Special Master will then provide to the Board of Directors, the invoice or
contract and the affidavit. Further, no shares may be issued under the Plan
without a written resolution signed by the entire board of directors authorizing
the contract and approving the share issuance under the Plan.

The Company will provide instructions to the transfer agent that transfer agent,
currently Island Transfer, not issue shares under this S-8 unless they receive
all of the following:

        1. Copy of the board resolution signed by the entire board of
           directors authorizing the contract and approving the share
           issuance under the Plan,
        2. Copy of the recipient's affidavit, and
        3. A stock issuance resolution signed by the Special Master.

The Plan shall terminate on April 30, 2005.

No other person is authorized to give any information or make any representation
not contained or incorporated by reference in this Prospectus, in connection
with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.




                                       2




_______________________________________________________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________________________________________________

This Prospectus does not constitute an offer to sell or the solicitation of
any offer to buy any security other than the securities covered by this
Prospectus, nor does it constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation.

<B>Item 2. Registration Information and Employee Plan Annual Information</B>

THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON,
A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS
REGISTRATION STATEMENT, OTHER THAN EXHBITIS TO SUCH DOCUMENTS. REQUEST SHOULD
BE ADDRESSED TO JAMES S. KENT, 6021 142ND AVENUE NORTH, CLEARWATER, FL 33760,
(727) 535-8211.

          <B>PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

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

The Company hereby incorporates by reference in this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission:

        (1) The Company's Annual Report on Form 10-KSB for the fiscal year
        ended April 30, 2004 (filed July 30, 2004).

        (2) The Company's Quarterly Report on Form 10-QSB for the three-month
        period ended July 30, 2004 (filed August 13, 2004).

        (3) All other reports filed pursuant to Section 13(a) or 15(d) of the
        Exchange Act of 1934, as amended (the "Exchange Act"), since the end
        of the fiscal year covered by the Company's annual report referenced in
        (1) above.

All Documents filed by the Company pursuant to section 13, or 15(d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in an other subsequently filed document which also is
incorporate or deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.




                                        3




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

The Company's Common Stock trades on the OTC Bulletin Board under the symbol
SWYC.

The Company's is authorized to issue 2,500,000,000 shares of Common Stock, par
value $.0001, and 10,000,000 shares of Preferred Stock, par value $.0001. The
presently outstanding shares of Common Stock are fully paid and non-assessable.
There are currently 1,000,000 Series A, 1,000,000 Series B, 2,412,000 Series C
and 85,000 Series D issued and outstanding shares of the Company's Preferred
Stock. The preferred shares are convertible into 332,620,000 shares of the
Company's Common Stock.

COMMON STOCK

As of September 23, 2004, approximately 152,024,179, shares of Common Stock were
issued and outstanding.

VOTING RIGHTS.

Holders of Common Shares are entitled to cast one vote for each share held of
record at all shareholders meetings for all purposes.

DIVIDEND RIGHTS.

There are currently no limitations or restrictions upon the rights of the Board
of Directors to declare dividends, and may pay dividends on shares of stock in
cash, property, or our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the provisions of the
Florida Statutes. We have not paid dividends to date, and we do not anticipate
that we will pay any dividends in the foreseeable future.

LIQUIDATION RIGHTS

Upon liquidation or dissolution, each outstanding Common Share will be entitled
to share equally in the Company's assets legally available for distribution to
shareholders after the payment of all debts and other liabilities

PREEMPTIVE RIGHTS.

Except as may otherwise provided by the Board of Directors, no holder of any
shares of the stock of the Corporation, shall have any preemptive right to
purchase, subscribe for, or otherwise acquire any shares or stock of the
Corporation of any class now or hereafter authorized, or nay securities
exchangeable for or convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.

DISSENTERS' RIGHTS

Dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation. Except as to certain transactions relating to reorganizations,
mergers or consolidations, under current Florida law, a shareholder is afforded
dissenters' rights, which, if properly exercised, may require the Company to
purchase his shares. Dissenters' rights are not afforded to shareholders under
current Florida law with regards to transactions relating to reorganizations,
mergers or consolidations, except as and to the extent provided in the
reorganization plan.




                                       4




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

None.

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

Pursuant to Section 607.0850 of the Florida Statutes, the Company has the power
to indemnify any person made a party to any lawsuit by reason of being a
director or officer of the Company, or 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 him in connection with such actions suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

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

Not applicable.

<B>Item 8. Exhibits</B>

The following documents are filed as Exhibits to this Registration Statement:

    <B><U>Exhibit No.</U>                           <U>Document Title</U></B>

       5                                  Opinion Regarding Legality
       23.1                               Consent of Accountant
       23.2                               Consent of Accountant
       23.3                               Consent of Attorney (Including in Exhibit 5)
       99.1                               YEAR 2004 STOCK AWARD PLAN

<B>Item 9. Undertakings</B>

The undersigned registrant hereby undertakes:

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

(b) 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.

(c) 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.




                                       5




The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

Insofar as indemnification for liabilities 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 t 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.

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies 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, thereunto duly
authorized in the City of Clearwater, State of Florida on <B>September 24, 2004</B>.

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
date indicated.

SKYWAY COMMUNICATIONS HOLDING CORP.

<U>/s/ James S. Kent</U>
James S. Kent, CEO




                                       6




</PRE>
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skyway092404s8
SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                    SKYWAY COMMUNICATIONS HOLDING CORPORATION
(Exact Name of Registrant)
Florida                                       65-0881662
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)
6021 - 142nd Avenue NE
                              Clearwater, FL 33760
(Address and Zip Code of Principal Executive Offices)
Corporate Creations Enterprises, Inc.
                             941 Fourth Street #200
                              Miami Beach, FL 33139
(Name and Address of agent for service)
(305) 672-0686
Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                Proposed maximum      Proposed maximum         Amount of
 Title of securities to     Amount to be            offering             aggregate           registration
     be registered           registered         price per share        offering price             fee
_______________________     ____________        ________________      ________________       ____________

       Common                15,000,000              $0.225            $3,375,000.00            $427.62

(1) Pursuant to Rule 457(h), the maximum offering price per share and the
maximum aggregate offering price (estimated solely for the purpose of
calculating the registration fee is based upon the average of the bid and asked
price of the Registrant's Common Stock as of September 23, 2004.

                                        1
PART I - INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information
This Prospectus is part of a Registration Statement which registered an
aggregate 15,000,000 shares of $.0001 par value, common stock of Skyway
Communications Holding Corporation (the "Company") which may be issued as set
forth in the Company's Year 2004 Stock Award Plan (the 'Plan').

The Plan is for selected consultants and advisors to the Company and is intended
to advance the best interests of the Company by providing stock-based
compensation to consultants of the Company.

The Board may award and issue shares of Common Stock under the Plan to an
Eligible Individual ('Stock Award'). Stock Award(s) may be made in lieu of cash
compensation or as additional compensation.

The individual(s) who shall be eligible to participate in the Plan shall be any
consultant, advisor or other person providing services to the Company, provided
the services are not related to any prohibited activity (hereinafter such
persons may sometimes be referred to as the 'Eligible Individuals'). Prohibited
Activity shall include the following:

        o Any services in connection with the offer or sale of securities in a
          capital-raising transaction, any services that directly or indirectly
          promote or maintain a market for the Company's securities, and any
          services in connection with a shell merger.

Mr. Richard Lough is initially appointed Special Master under the Plan. The
Special Master shall be a person who is not a recipient of shares under the Plan
and is not an officer or director of the Company. Prior to any issuance of
shares under this Plan, the Special Master must receive (1) a written invoice or
contract and (2) a notarized affidavit from the proposed recipient stating the
recipient knows and understands all requirements of stock issuance under Form
S-8 and that the recipient, the contract and the services provided, or to be
provided, there under are in full compliance with the requirements of Form S-8.
The Special Master will then provide to the Board of Directors, the invoice or
contract and the affidavit. Further, no shares may be issued under the Plan
without a written resolution signed by the entire board of directors authorizing
the contract and approving the share issuance under the Plan.

The Company will provide instructions to the transfer agent that transfer agent,
currently Island Transfer, not issue shares under this S-8 unless they receive
all of the following:

        1. Copy of the board resolution signed by the entire board of
           directors authorizing the contract and approving the share
           issuance under the Plan,
        2. Copy of the recipient's affidavit, and
        3. A stock issuance resolution signed by the Special Master.

The Plan shall terminate on April 30, 2005.

No other person is authorized to give any information or make any representation
not contained or incorporated by reference in this Prospectus, in connection
with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof.

                                       2

_______________________________________________________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________________________________________________

This Prospectus does not constitute an offer to sell or the solicitation of
any offer to buy any security other than the securities covered by this
Prospectus, nor does it constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
any person to whom it is unlawful to make such offer or solicitation.
Item 2. Registration Information and Employee Plan Annual Information
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON,
A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS
REGISTRATION STATEMENT, OTHER THAN EXHBITIS TO SUCH DOCUMENTS. REQUEST SHOULD
BE ADDRESSED TO JAMES S. KENT, 6021 142ND AVENUE NORTH, CLEARWATER, FL 33760,
(727) 535-8211.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference in this Registration Statement
the following documents previously filed with the Securities and Exchange
Commission:

        (1) The Company's Annual Report on Form 10-KSB for the fiscal year
        ended April 30, 2004 (filed July 30, 2004).

        (2) The Company's Quarterly Report on Form 10-QSB for the three-month
        period ended July 30, 2004 (filed August 13, 2004).

        (3) All other reports filed pursuant to Section 13(a) or 15(d) of the
        Exchange Act of 1934, as amended (the "Exchange Act"), since the end
        of the fiscal year covered by the Company's annual report referenced in
        (1) above.

All Documents filed by the Company pursuant to section 13, or 15(d) of the
Exchange Act after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in an other subsequently filed document which also is
incorporate or deemed to be incorporated by reference herein modified or
superseded such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

                                        3
Item 4. Description of Securities
The Company's Common Stock trades on the OTC Bulletin Board under the symbol
SWYC.

The Company's is authorized to issue 2,500,000,000 shares of Common Stock, par
value $.0001, and 10,000,000 shares of Preferred Stock, par value $.0001. The
presently outstanding shares of Common Stock are fully paid and non-assessable.
There are currently 1,000,000 Series A, 1,000,000 Series B, 2,412,000 Series C
and 85,000 Series D issued and outstanding shares of the Company's Preferred
Stock. The preferred shares are convertible into 332,620,000 shares of the
Company's Common Stock.

COMMON STOCK

As of September 23, 2004, approximately 152,024,179, shares of Common Stock were
issued and outstanding.

VOTING RIGHTS.

Holders of Common Shares are entitled to cast one vote for each share held of
record at all shareholders meetings for all purposes.

DIVIDEND RIGHTS.

There are currently no limitations or restrictions upon the rights of the Board
of Directors to declare dividends, and may pay dividends on shares of stock in
cash, property, or our own shares, except when we are insolvent or when the
payment thereof would render us insolvent subject to the provisions of the
Florida Statutes. We have not paid dividends to date, and we do not anticipate
that we will pay any dividends in the foreseeable future.

LIQUIDATION RIGHTS

Upon liquidation or dissolution, each outstanding Common Share will be entitled
to share equally in the Company's assets legally available for distribution to
shareholders after the payment of all debts and other liabilities

PREEMPTIVE RIGHTS.

Except as may otherwise provided by the Board of Directors, no holder of any
shares of the stock of the Corporation, shall have any preemptive right to
purchase, subscribe for, or otherwise acquire any shares or stock of the
Corporation of any class now or hereafter authorized, or nay securities
exchangeable for or convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.

DISSENTERS' RIGHTS

Dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation. Except as to certain transactions relating to reorganizations,
mergers or consolidations, under current Florida law, a shareholder is afforded
dissenters' rights, which, if properly exercised, may require the Company to
purchase his shares. Dissenters' rights are not afforded to shareholders under
current Florida law with regards to transactions relating to reorganizations,
mergers or consolidations, except as and to the extent provided in the
reorganization plan.

                                       4
Item 5. Interest of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 607.0850 of the Florida Statutes, the Company has the power
to indemnify any person made a party to any lawsuit by reason of being a
director or officer of the Company, or 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 him in connection with such actions suit or proceeding if he acted
in good faith and in a manner he 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 his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed as Exhibits to this Registration Statement:
Exhibit No.
Document Title
5                                  Opinion Regarding Legality
       23.1                               Consent of Accountant
       23.2                               Consent of Accountant
       23.3                               Consent of Attorney (Including in Exhibit 5)
       99.1                               YEAR 2004 STOCK AWARD PLAN
Item 9. Undertakings
The undersigned registrant hereby undertakes:

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

(b) 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.

(c) 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.

                                       5

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

Insofar as indemnification for liabilities 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 t 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.

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies 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, thereunto duly
authorized in the City of Clearwater, State of Florida on
September 24, 2004
.

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
date indicated.

SKYWAY COMMUNICATIONS HOLDING CORP.
/s/ James S. Kent
James S. Kent, CEO

                                       6