SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 27th, 2005

SKYWAY COMMUNICATIONS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

FLORIDA	000-32033	65-0881662
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6021 142nd Ave. North, Clearwater, FL 33760
(Address of principal executive offices) (Postal Code)

Registrant’s telephone number, including area code (727) 535-8211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 Entry into a Material Definitive Agreement

None

SECTION 2 – FINANCIAL INFORMATION

None

SECTION 3 – SECURITIES AND TRADING MARKETS

None

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02

On April 28th, 2005, in a meeting of the Board of Directors of the Company the Company accepted the resignation from the Board of Mr. Ray Powers.

Mr. Power’s resignation from the Board resulted from an order made by a United States District Court Judge on April 27^th, disallowing the sale or transfer of any assets of the Corporation. The order was prompted by an application from the plaintiffs in a lawsuit commenced against the Company and its Chief Executive Officer and President on December, 14^th,2004. Upon receipt of the order, a memorandum was immediately delivered to the executives of the Company from the Board, ordering the immediate cessation of any negotiations or sales of any corporate assets, in strict accordance with the order. The Company has fully complied with the order and continues to do so.

The effect of the order was to impede any ability on the part of the Company’s Board to negotiate any settlement of current outstanding liabilities, including outstanding rents and employment benefits, negotiation of which would enable the Company to continue its operations. Further, the impediments resulting from the order have caused the termination of negotiations with an investment group which was contemplating an investment into the Company.

SECTION 6 – RESERVED

None

SECTION 7 – REGULATION FD

None

SECTION 8 – OTHER EVENTS

Item 8.01

On April 27^th, in conjunction with a lawsuit commenced on December 14^th, 2004, against the Company, its Chief Executive Officer and President by Nazar Talib, individually and on behalf of certain Company shareholders, a temporary restraining order freezing the Company’s assets was ordered, such order, which included the following restraints:

the Company shall be restricted from selling, offering to sell, transferring, pledging, encumbering, or otherwise disposing of shares of its securities or any other company assets, tangible or intangible, except as may be necessary to fund its routine business affairs through its customary operating account(s).

On April 29^th, the Company received a formal eviction notice, effective immediately, to vacate the premises of the Skyway headquarters. Such eviction notice has been complied with. The Company is currently in discussions with its counsel to discuss all options available to it.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT 99.1 Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Skyway Communications Holdings Corp.

__/s/ Jim Kent_______________

Jim Kent
Chief Executive Officer

FORM 8-K

SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 Entry into a Material Definitive Agreement

SECTION 2 – FINANCIAL INFORMATION

SECTION 3 – SECURITIES AND TRADING MARKETS

SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02

SECTION 6 – RESERVED

SECTION 7 – REGULATION FD

SECTION 8 – OTHER EVENTS

Item 8.01

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

Skyway Communications Holdings Corp.

Date: April 27th, 2005

Date: April 27^th, 2005

SKYWAY COMMUNICATIONS HOLDING CORP 8-K