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): January 2, 2005

               SKYLYNX COMMUNICATIONS, INC.,                
(Exact name of registrant as specified in its charter)

Delaware

0-27635

37-1465836

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(IRS Employer Identification No.)

500 John Ringling Boulevard, Sarasota, Florida 34242
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (941) 388-2882

                                                             N/A                                                             
(Former name or former address, if changed since last report)

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

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

___

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

           The following sets forth the information required by Item 701 of Regulation S-B with respect to the unregistered sale of equity securities:

          (a)     In August 2005, the Company consummated the award of restricted shares of common stock to certain officers, directors and employees of the Company. The restricted stock awards were made in consideration of services to the Company. The following sets forth the name, number of shares and position with the Company of each person who received a restricted stock award:

Stock Bonus Schedule

     
 

Name

Number of Shares

Jon Fatula

400,000

 

Ian Justman

10,000

 

Dan Sullivan

125,000

 

Gale Nakai

20,000

 

Linda Hata

10,000

 

Mark Cooley

50,000

 

Bob Weiss

100,000

 

Steve Rogers

150,000

 

Gary Brown

150,000

 

Alfredo Chang

100,000

          (b)     No underwriter, placement agent, or finder was involved in the transaction.

          (c)     An aggregate of 1,115,000 shares of common stock were awarded to ten persons who are officers, directors or employees of the Company. The shares were issued for services and were valued at $.065 per share.

          (d)     We relied on the exemption from registration provided by Sections 4(2) under the Securities Act of 1933 for this transaction. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided each grantee with access to our reports filed with the Securities and Exchange Commission, our press releases, access to our auditors, and other financial, business, and corporate information. Based on our investigation, we believe that the grantees obtained all information regarding the Company they requested, received answers to all questions it (and its advisors) posed, and otherwise understood the risks of accepting our securities for investment purposes.

          (e)     Not applicable

          (f)     Not applicable

 

 

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 thereunto duly authorized.

   

SkyLynx Communications, Inc.
(Registrant)

       
 

Date:   August 17, 2005

 

/s/ Gary L. Brown             
Gary L. Brown, President