Our net  proceeds  from  this  offering,  after  deducting  the  10%  sales  commission and offering  expenses  estimated to be $92,000 will be from $358,000  to $1,708,000  depending  upon the number of shares sold.  The offering is being  made on a best-efforts basis, and we do not know how many shares will be sold in  the offering.  The primary  purposes of this  offering are to obtain  additional  capital,  create a public market for the common  stock,  and  facilitate  future  access to public  markets.  In general,  we intend to use the net proceeds  from  this  offering to provide us with  working  capital to fund sales and  marketing  programs,  to fund research and  development  of our software  products,  and to  retire  debt.  We will not receive any  proceeds  from the sale of the shares of  common stock offered by the selling shareholders pursuant to this Prospectus.         The table below  represents  our best estimate of the allocation of the net  proceeds,  including  the  priorities  for the use of the proceeds in descending  order, based upon our current business plan.                                                           Proceeds From Offering                                                -----------------------------------------------------  Gross Offering Proceeds             $500,000     $1,000,000     $1,500,000     $2,000,000       Less:        Underwriting Commissions (1)    50,000        100,000        150,000        200,000        Other Costs of Issuance (2)     92,000         92,000         92,000         92,000                                      --------     ----------     ----------     ----------    Net Proceeds to Skypath              358,000        808,000      1,258,000      1,708,000                                      --------     ----------     ----------     ----------    Acquisitions (3)                           0              0              0        100,000  Research and Development (4)          60,000        210,000        360,000        400,000  Sales and Marketing                   43,000        200,000        300,000        508,000  Repayment of Debt (5)                205,000        205,000        205,000        405,000  Working Capital (6)                   50,000        193,000        393,000        295,000                                      --------     ----------     ----------     ----------    TOTAL USE OF NET PROCEEDS           $358,000      $ 808,000     $1,258,000     $1,708,000         (1) Subject to the sale of at least 500,000 shares, the underwriter will be  paid an  underwriter's  commission of 10% of the gross offering  proceeds.           (2) Including an expense  allowance paid to the  underwriter and attorney's  fees,  accountant's  fees,  registration and filing fees, costs of printing this  prospectus and stock  certificates,  and  registration  and issuance of stock to  public investors and other miscellaneous items.         (3)  When  necessary,  we will  augment  our  software  technology  through  acquisition.  We have not yet  identified any potential  acquisition  target and  there can be no  assurance  we will  acquire any other  company or  intellectual  property.         (4) We are developing a wireless  email  solution,  AutoCourier,  that will  allow users to securely send and receive email, contacts,  calendar appointments  and attachments from their existing Java enabled mobile phones. We will continue  to enhance and add additional functionality to this product.         (5) We intend to use a portion of the offering  proceeds to repay debt. The  following table sets forth our current intent as to debt repayment:                                                    Total Loan and                          Lender                  Amount to be repaid                    ----------------------        -------------------                      Stephen D. Scharman                 $   10,000                    Hazel Noe Trust                     $    2,666                    Robert Wong                         $    2,666                    Chapman Spira, Carlson              $    2,668                    Michael Kelly                       $    2,000                    Cory Powers, IRA                    $    5,000                    Michael Senglaub                    $   30,000                    Jeffrey Senglaub                    $   15,000                    Gary Bolinder                       $   40,000                    Gregory Claudio                     $   20,000                    Phillip Bowers                      $   75,000                                                        ----------                      Total                               $  205,000         All of the above listed loans accrue interest at the rates of 12% per annum  All loan proceeds were used for general  working  capital.  Phillip Bowers' loan  matures on October 31,  2004.  Gregory  Claudio's  loan  matures on December 31,  2004. All other loans listed above matured on March 31, 2004, but we are working  to extend the maturity date to August 1, 2004.           If the  maximum  number  of  shares  offered  is sold,  we  intend to repay  $200,000 we owe to Arthur Claudio, our president.  This loan was in the original  amount  of  $300,000.  The loan  proceeds  were  used to  purchase  assets  from  InfoClarus,  Inc. Mr. Caludio converted $100,000 of the loan amount into 305,000  shares of our common  stock.  This loan accrued  interest at 8% per annum and is  due and payable on December 31, 2004. This loan is secured by the assets Skypath  purchased from InfoClarus, Inc.         (6) We  anticipate  that we will use the remaining net proceeds for general  corporate purposes,  including working capital and capital expenditures,  but we  have not designated any specific uses.         The  amounts  set  forth  merely  indicate  our  intent  as to the  general  application  of net  proceeds  of the  offering.  We do not  have a  history  of  revenues  and earnings  and cannot  predict what cash flow may be available  for  various aspects of our operations.         Pending  these uses,  we intend to invest the net  proceeds  in  short-term  interest-bearing, investment grade securities, certificates of deposit or direct  or guaranteed obligations of the U.S. government.

We face  competition  from a number of different  companies  engaged in the  wireless business on a number of possible fronts.         Wireless  email  providers  provide  wireless  email  hardware and software  solutions.  Examples include Seven, Visto and Good. These companies could expand  their  wireless  solutions  into our market,  or could  develop J2ME versions of  their products.         Wireless  service  providers  such as Verizon,  Sprint,  AT&T  Wireless and  Vodaphone,   could  provide  our  competitors   alternate   solutions  to  their  subscribers, or could block traffic for our solution.         Device manufacturers such as Nokia,  Motorola,  Qualcomm,  Motorola,  Sony,  Ericsson and RIM,  could develop and embed native phone  operating  system based  solutions that are not subject to J2ME limitations on their devices.  They could  also develop devices that are more  compelling  than phones,  or could alter the  business landscape by releasing PDA solutions which are more cost effective than  devices currently on the market.         Messaging  System  Providers  such  as  Microsoft  (Exchange),  IBM  (Lotus  Domino), AOL, and Yahoo could develop competing solutions directly tied to their  messaging servers and release it at a price point unfavorable to our business.         Large systems  integrators  such as HP and IBM, could develop services into  our market or could  adopt a  competing  solution  for  delivery  to their large  customer base.

We are a provider of mobile  messaging  software  products,  technology and  services designed to connect employees and individuals to information from their  mobile  phones.  We  anticipate  that our  AutoCourier  product,  which is under  development,  will be our primary product. AutoCourier will

 allow a mobile phone  user to  utilize  his or her  mobile  phone to send and  receive  data  over the  Internet. Users of the AutoCourier will be able to access their calendars, email  and files through a mobile phone.  Depending on adequate capital,  we anticipate  the retail release of our AutoCourier  product will be ready for delivery in the  3rd  quarter  of  2004.  We also  offer  a  product  known  as  ActiveNet  which  facilitates a user's remote  access to files and  attachments.  We are currently  seeking prerelease pilot users of the AutoCourier  software.  As of May 16, 2004  we have signed up one customer for a paid pilot of our AutoCourier  product.  At  May 16, 2004, there were  approximately  11,000 users of our ActiveNet  product.  Our software products allow users of wireless data services to securely send and  receive email, contacts, calendar appointments, attachments and files from their  mobile phone with greater ease and a lower cost than most competitive  products.  We also derive a small  amount of revenue  through the sale of software  license  maintenance  for  ActiveNet.  Software  licence  maintenance  entitles  existing  ActiveNet  customers to receive  released  software  bug fixes and  support.  We  acquired the AutoCourier and ActiveNet  technologies from  InforClarus,  Inc. in  the first quarter of 2004.         We believe  that our  AutoCourier  and  ActiveNet  products  will address a  growing  market niche for mobile phone users.  Wireless  service  providers  are  offering businesses wireless data services which allow mobile phone users to not  only make voice  telephone  calls but allow the mobile  phone  users to send and  receive data over the Internet  through their mobile  phones.  At the same time,  mobile phone manufacturers are marketing phones capable of running Java software  programs.  These phones are referred to as Java enhanced  phones or Java 2 Micro  Edition phones.  Java technology,  from Sun Microsystems,  are products based on  the power of  networks  and the idea that the same  software  should run on many  different kinds of systems and devices.  The Java 2 Micro Edition, or J2ME, is a  version of the Java  programming  language  optimized  for small devices such as  mobile phones.         The  AutoCourier   product  is  designed  to  provide   end-to-end  secure,  synchronized,  and  easy-to-use  access to corporate  messaging  systems such as  Microsoft Exchange on a J2ME phone. As long as a user has a J2ME phone, the user  can  securely  send  and  receive  email,   contacts,   calendar   appointments,  attachments and files from his or her mobile phone.         Available  competing  technologies  which allow  mobile users to access the  Internet  are not  developed  for J2ME  phones but (i) utilize  Personal  Device  Assistants  (PDA),  which are  significantly  more expensive than J2ME phones or  (ii)  require  subscribers  to  use a WAP  browser.  (WAP  stands  for  Wireless  Applications  Protocol).  Although WAP based  technologies  and browsers allow a    mobile user to send and receive  data over the  Internet,  it is slower and more  cumbersome than the AutoCourier technology.           Our products are not  dependent on a specific  wireless  provider,  thereby  allowing  businesses  to provide  email  access to their  users who may be using  different service providers for their mobile phone service.  Since Java programs  are portable across mobile phones from multiple manufacturers,  our products are  compatible with devices from Motorola,  Nokia,  Samsung,  Sanyo,  Siemens,  Sony  Ericsson, and Toshiba.         We license our  products  and  services  on a per-user  basis for a monthly  recurring fee directly to  enterprises  as well as hosted  messaging  (Microsoft  Exchange and POP3(1)) providers, who in turn offer email services to individuals  and enterprises.  In addition to our own direct sales activity,  we also license  our products indirectly through resellers and integrators.  We offer services to  our customers,  reseller  partners,  and  integration  partners to assist in the  marketing and support of our products.         We acquired the rights to the AutoCourier product and the ActiveNet product  in the first  quarter of 2004 and  therefore  have had limited  operations  with  these  products.  As a development  stage  company,  we have  generated  limited  revenues  and we are  attempting  to further  develop and carry out our business  plan.  In order to carry out our  business  plan,  we need to obtain  additional  capital to complete our product  development  and  marketing  objectives  and to  generate sales.         Our business is subject to numerous  risks,  which are  highlighted  in the  section entitled "Risk Factors"  immediately  following this prospectus summary.  In particular, we have incurred significant operating losses in the past and may  incur significant operating losses in the future.         Skypath  was  incorporated  under  the  laws of the  State of  Delaware  in  September 2001 and commenced active operations on October 1, 2002. Our executive  offices  are  located  at 9 Thurber  Boulevard,  Smithfield,  RI 02917,  and our  telephone number is (866)-975-9638.