10-Q
Skkynet Cloud Systems, Inc. (SKKY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2026
OR
☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________.
Commission File Number:
000-54747
| SKKYNET CLOUD SYSTEMS, INC. | |
|---|---|
| (Exact name of registrant as specified in its charter) **** | |
| Nevada | 45-3757848 |
| --- | --- |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
2233 Argentia Road Suite 302, Mississauga, Ontario, Canada L5N 2X7
(Address of principal executive offices)
(888) 702-7851
(Issuer's telephone number)
Indicate by check mark whether the Company: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes: ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes: ☒ No: ☐
Indicate by check mark whether the Company is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | ☐ | Accelerated filed | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: ☐ No: ☒
As March 17, 2026, there were 53,143,822 shares of Common Stock and 193,661 shares of series B preferred of the issuer outstanding.
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| PART I: FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 4 |
| Condensed Consolidated Balance Sheets as of January 31, 2026 (Unaudited) and October 31, 2025 (Audited) | 4 | |
| Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended January 31, 2026 and 2025 (Unaudited) | 5 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended January 31, 2026 and 2025 (Unaudited) | 6 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2026 and 2025 (Unaudited) | 7 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 14 |
| Item 4. | Controls and Procedures | 14 |
| PART II: OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 15 |
| Item 1A. | Risk Factors | 15 |
| Item 2. | Sales of Equity Securities and Use of Proceeds | 15 |
| Item 3. | Defaults upon Senior Securities | 15 |
| Item 4. | Mine Safety Information | 15 |
| Item 5. | Other Information | 15 |
| Item 6. | Exhibits | 16 |
| Signatures | 17 | |
| 2 | ||
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FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical, or current facts are forward-looking statements. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Among the factors that could cause actual results to differ materially from the forward-looking statements are the following: the Company’s ability to obtain necessary capital, the Company’s ability to meet anticipated development timelines, the Company’s ability to protect its proprietary technology and knowhow, the Company’s ability to establish a global market, the Company’s ability to successfully consummate future acquisitions, and such other risk factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those filed with this Form 10-Q quarterly report. We disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
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PART I
ITEM 1: FINANCIAL STATEMENTS
SKKYNET CLOUD SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| **** | October 31,<br><br>2025 | ||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 1,390,791 | $ | 1,427,321 | ||
| Accounts receivable | 365,651 | 376,830 | |||
| Prepaid expenses | 24,499 | 26,863 | |||
| Total current assets | 1,780,941 | 1,831,014 | |||
| Total Assets | 1,780,941 | $ | 1,831,014 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current Liabilities: | |||||
| Accounts payable and accrued expenses | 213,799 | $ | 209,901 | ||
| Accrued liabilities – related party | 273,754 | 245,712 | |||
| Deferred revenue | 424,545 | 347,686 | |||
| Total current liabilities | 912,098 | 803,299 | |||
| Total Liabilities | 912,098 | 803,299 | |||
| Commitments and contingencies | - | - | |||
| Stockholders’ Equity: | |||||
| Preferred stock: 0.001 par value, 5,000,000 shares authorized, 5,000 shares issued and outstanding, respectively | 5 | 5 | |||
| Series B Preferred convertible stock: 0.001 par value, 500,000 shares authorized, 193,661 issued and outstanding, respectively | 194 | 194 | |||
| Common stock; 0.001 par value, 70,000,000 shares authorized, 53,143,822 shares issued and outstanding, respectively | 53,145 | 53,145 | |||
| Additional paid-in capital | 7,413,204 | 7,348,775 | |||
| Accumulative other comprehensive income | 79,285 | 73,172 | |||
| Accumulated deficit | (6,676,990 | ) | (6,447,576 | ) | |
| Total stockholders’ equity | 868,843 | 1,027,715 | |||
| Total Liabilities and Stockholders’ Equity | 1,780,941 | $ | 1,831,014 |
All values are in US Dollars.
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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SKKYNET CLOUD SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
| For Three Months Ended<br><br>January 31, | **** | |||||
|---|---|---|---|---|---|---|
| **** | 2026 | **** | 2025 | |||
| Revenue | $ | 549,393 | $ | 828,052 | ||
| Operating Expenses: | ||||||
| Depreciation | - | 580 | ||||
| Consultants & directors | 119,714 | 95,573 | ||||
| Salaries and wages | 270,801 | 228,359 | ||||
| Advertising | 102,961 | 108,560 | ||||
| General & administrative expenses | 273,132 | 196,743 | ||||
| Operating expense | 766,608 | 629,815 | ||||
| Income (loss) from operations | (217,215 | ) | 198,237 | |||
| Other income (expense): | ||||||
| Other income | 11,684 | 9,752 | ||||
| Currency exchange | (17,161 | ) | 21,074 | |||
| Total other income (expense) | (5,477 | ) | 30,826 | |||
| Income (loss) before taxes | (222,692 | ) | 229,063 | |||
| Income taxes | (3,817 | ) | - | |||
| Net (loss) income | (226,509 | ) | 229,063 | |||
| Preferred dividends | (2,905 | ) | (2,905 | ) | ||
| Income to common stockholders | (229,414 | ) | 226,158 | |||
| Foreign currency translation adjustment | 6,113 | (4,673 | ) | |||
| Comprehensive income | $ | (223,301 | ) | $ | 221,485 | |
| Net income (loss) per share to common stockholders- basic | $ | (0.00 | ) | $ | 0.00 | |
| Weighted average common shares outstanding -basic | 53,143,822 | 53,143,822 | ||||
| Net income (loss) per share to common stockholders - diluted | $ | (0.00 | ) | $ | 0.00 | |
| Weighted average common shares outstanding – diluted | 53,143,822 | 61,758,522 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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SKKYNET CLOUD SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JANUARY 31, 2026 AND 2025
(Unaudited)
| Series B | Accumulated | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred | Additional | Other | Total | ||||||||||||||||||||
| Common Stock | Preferred Stock | Convertible Stock | Paid-In | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income (loss) | Equity | ||||||||||||||
| Balance at October 31, 2024 | 53,143,822 | $ | 53,145 | 5,000 | $ | 5 | 193,661 | $ | 194 | $ | 7,226,547 | $ | (6,471,307 | ) | $ | 80,946 | $ | 889,530 | |||||
| Change due to currency translation | - | - | - | - | - | - | - | - | (4,673 | ) | (4,673 | ) | |||||||||||
| Dividend accrued on series B preferred shares | - | - | - | - | - | - | - | (2,905 | ) | - | (2,905 | ) | |||||||||||
| Stock option expense | - | - | - | - | - | - | 32,098 | - | - | 32,098 | |||||||||||||
| Net income | - | - | - | - | - | - | - | 229,063 | - | 229,063 | |||||||||||||
| Balance at January 31, 2025 | 53,143,822 | 53,145 | 5,000 | 5 | 193,661 | 194 | 7,258,645 | (6,245,149 | ) | 76,273 | 1,143,113 | ||||||||||||
| Balance at October 31, 2025 | 53,143,822 | 53,145 | 5,000 | 5 | 193,661 | 194 | 7,348,775 | (6,447,576 | ) | 73,172 | 1,027,715 | ||||||||||||
| Change due to currency translation | - | - | - | - | - | - | - | - | 6,113 | 6,113 | |||||||||||||
| Dividend accrued on series B preferred shares | - | - | - | - | - | - | - | (2,905 | ) | - | (2,905 | ) | |||||||||||
| Stock option expense | - | - | - | - | - | - | 64,429 | - | - | 64,429 | |||||||||||||
| Net loss | - | - | - | - | - | - | - | (226,509 | ) | - | (226,509 | ) | |||||||||||
| Balance at January 31, 2026 | 53,143,822 | $ | 53,145 | 5,000 | $ | 5 | 193,661 | $ | 194 | $ | 7,413,204 | $ | (6,676,990 | ) | $ | 79,285 | $ | 868,843 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
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SKKYNET CLOUD SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended<br><br>January 31, | ||||||
|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net income (loss) | $ | (226,509 | ) | $ | 229,063 | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation | - | 580 | ||||
| Stock based compensation | 64,429 | 32,098 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 11,179 | (151,699 | ) | |||
| Accounts payable and accrued expenses | 3,898 | 2,018 | ||||
| Accrued liabilities – related parties | 25,137 | 16,051 | ||||
| Prepaid expenses and other assets | 2,364 | 4,856 | ||||
| Deferred revenue | 76,859 | 24,301 | ||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (42,643 | ) | 157,268 | |||
| Effect of exchange rate changes on cash and cash equivalents | 6,113 | (4,607 | ) | |||
| Net increase in cash and cash equivalents | (36,530 | ) | 152,661 | |||
| Cash and cash equivalents, beginning of period | 1,427,321 | 1,158,255 | ||||
| Cash and cash equivalents, end of period | $ | 1,390,791 | $ | 1,310,255 | ||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||
| Interest paid | $ | - | $ | - | ||
| Income taxes paid | $ | - | $ | - | ||
| NON CASH INVESTING AND FINANCING ACTIVITIES | ||||||
| Dividends accrued on Series B preferred shares | $ | 2,905 | $ | 2,905 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
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SKKYNET CLOUD SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Skkynet Cloud Systems, Inc. (“Skkynet” or “the Company”) is a Nevada corporation formed on August 31, 2011 and headquartered in Toronto, Canada. Skkynet operates its business through its wholly owned subsidiaries Cogent Real-Time Systems, Inc. (“Cogent”), Skkynet Corp. (Canada) and Skkynet, Inc. (USA). Skkynet was formed primarily for the purpose of taking the existing business lines of Cogent and its current and future customers and integrating these businesses with Cloud based systems. We also intend to expand the areas of business activity to which the kinds of products and services we provide are applied.
The accompanying unaudited condensed interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s October 31, 2025 Annual Report on form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the consolidated financial statements for the most recent fiscal year end October 31, 2025 as reported on Form 10-K, have been omitted.
Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. The reclassifications have no effect on the net loss or stockholders’ equity.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries Cogent Real Time Systems, Inc (Canada), Skkynet Corp. (Canada) and Skkynet Inc (US). All material intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Cash deposits are insured up to US$250,000 in US banks and CDN$100,000 in Canadian banks. The concentration of the Company’s cash deposits at times may exceed the insured amount, leaving the Company exposed to a credit risk on its deposits.
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Income tax
The Company accounts for income taxes under ASC 740. Current tax expense (benefit) is recognized for taxes payable for the period; deferred tax assets and liabilities are recognized for temporary differences between financial and tax bases of assets and liabilities.
Basic and Diluted Earnings Per Share
Basic earnings per share (EPS) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities, such as stock options and convertible preferred shares, were exercised or converted to common stock. The treasury method is used to calculate the effect of options, and if the converted method is used for convertible preferred shares. Securities that are antidilutive are excluded from the computation of diluted EPS.
Recent adopted accounting standards
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-Financial Instruments- Credit Losses, which replaces the incurred impairment methodology to reflect expected credit losses. The amendments requires the measurement of all expected credit losses for financial assets held at the reporting due to the performance based on historical experience, current conditions and reasonable supportable forecasts. ASU 2016-13 is effective for annual and interim periods beginning after December 31, 2022. The Company adopted the standard on October 31, 2024. The adoption did not have a material impact on the Company’s consolidated financial statements.
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07 Segment Reporting The change in this announcement requires more detailed profit and loss reporting by business segments used by the Company to determine the allocation of assets. ASU 2016-07 is effective for annual periods beginning after December 15, 2023 and interim periods within the fiscal years beginning December 15, 2024. The Company adopted the standard on October 31, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025‑05, which provides a practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from revenue transactions within the scope of ASC 606. The expedient allows entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when developing reasonable and supportable forecasts. Public business entities are not permitted to elect the optional accounting policy to consider subsequent cash collections The Company adopted ASU 2025‑05 on January 1, 2026, on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. Upon adoption, the Company elected the practical expedient for current accounts receivable and current contract assets. No other changes were made to the Company’s credit‑loss estimation methodologies.
The Company adopted ASU 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, in the quarter ended January 31, 2026 consistent with the effective date for public business entities (annual periods beginning after December 15, 2024). The Company applied the amendments on a prospective basis to the condensed consolidated financial statements for the current reporting period. Impact on financial statements and disclosures — Adoption of ASU 2023‑09 did not affect the Company’s measurement of income tax expense, deferred tax assets or liabilities, or its effective tax rate.
Accounts receivable
Accounts Receivable are carried at face value less any provisions for uncollectible accounts considered necessary. Accounts receivable include receivables from customers that have received software and support from the Company. Credit losses is a recognition of uncollectable receivables based on past years’ experience and management’s estimate of likely losses for the year. No allowance for bad debt was considered necessary for the three months ended January 31, 2026 and 2025, respectively.
NOTE 3 – REVENUE RECOGNITION
In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606.
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ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are:
| 1. | Identify the contract(s) with a customer. |
|---|---|
| 2. | Identify the performance obligations in the contract. |
| 3. | Determine the transaction price. |
| 4. | Allocate the transaction price to the performance obligations in the contract. |
| 5. | Recognize revenue when (or as) the entity satisfied the performance obligations. |
The Company has four revenue streams, each of which the revenue is recognized in accordance to the five steps included in Topic 606. The revenue streams are:
| 1. | Sale of software direct to the end customer |
|---|---|
| 2. | Sale of software through distributors and channel partners |
| 3. | Maintenance support services |
| 4. | Cloud services |
Revenue for the sale of software both directly to end users and through the distributor and channel partners is recognized upon delivery of the software and code required for the customer to install the software. Maintenance support services are recognized as revenue on a straight-line basis over the service period of the arrangement.
Revenue from cloud services is recognized over time (typically, on a monthly basis) as service is provided.
Payments received in advance of services being rendered are recorded as deferred revenue and recognized to revenue when earned. During the three months period ended January 31, 2026, $272,654 of sales was classified as deferred revenue and $206,377 of deferred revenue was reported as sales. As of January 31, 2026 and October 31, 2025 the deferred revenue was $424,545 and $347,686, respectively.
Payments for subscription revenue has increased 271% to $73,337 in the three months period ending January 31, 2026 from $19,763 in the same period in 2025. Perpetual revenue for the three months ended January 31, 2026 was $476,056 compared to $808,289 for the same period in 2025. The move to subscription revenue from perpetual revenue impacts the Company’s revenue reported as subscription licenses pay over a three year period while perpetual licenses are paid ,in full, on the purchase of the license.
As part of the revenue recognition reporting, the Company reports revenue by product line and geographic area. During the three month periods ended January 31, 2026, and 2025 the revenue by product line is as follows:
| Category | Percentage | 2026 | Percentage | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Product sales | 62 | % | $ | 338,844 | 74 | % | $ | 615,865 | ||
| Support | 37 | % | 204,972 | 25 | % | 203,771 | ||||
| Cloud & Other | 1 | % | 6,437 | 1 | % | 8,416 | ||||
| Total | 100 | % | $ | 549,393 | 100 | % | $ | 828,052 |
The Company sells its products on a worldwide basis. During the three month periods ended January 31, 2026, and 2025 the Company’s geographic concentration of revenue is as follows:
| Area | Percentage | 2026 | Percentage | 2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Europe | 50 | % | $ | 276,499 | 46 | % | $ | 379,912 | ||
| North America | 39 | % | 214,623 | 19 | % | 155,199 | ||||
| Asia Pacific | 7 | % | 37,964 | 15 | % | 123,484 | ||||
| Middle East Africa/Other | 3 | % | 15,750 | 19 | % | 157,488 | ||||
| South America | 1 | % | 4,557 | 1 | % | 11,969 | ||||
| Total | 100 | % | $ | 549,393 | 100 | % | $ | 828,952 | ||
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NOTE 4 – RELATED PARTY TRANSACTIONS
Sakura Software, a corporation owned by our CTO, Andrew S. Thomas, and Benford Consultancy, a corporation owned by our COO and a member of our Board of Directors, Paul Benford, own, respectively, 72.34% and 27.66% of the issued and outstanding shares of Real Innovations International LLC, (“Real Innovations”) a corporation organized under the laws of Nevis, West Indies. In March 2012, Cogent, our operating subsidiary, assigned all of its intellectual property including the pending patent applications for its real-time data transmission and display technology (the “IP”) to Real Innovations under an assignment of intellectual property agreement (the “Assignment Agreement”). In return for the assignment Real Innovations required a one-time payment of $30,000 to Cogent. Cogent elected to forgo the payment allowing Real Innovations to offset future expenses against the payment. There is no ongoing royalty payment or other form of compensation from Real Innovations to Cogent under the Assignment Agreement.
Real Innovations, in turn, entered into a master intellectual property license agreement (the “License Agreement”) with Cogent for all of the same IP. Under the License Agreement Real Innovations granted a royalty-free license in perpetuity to Cogent for the use and exploitation of the IP in return for which Cogent agreed to: (i) pay all operating expenses of Real Innovations incurred in connection with the continued prosecution of pending patent applications and others that may be prepared; (ii) prosecute all claims for infringement of the IP; (iii) defend and indemnify Real Innovations from and against all claims of infringement of the IP asserted by third parties against Real Innovations, Cogent or our Company; (iv) purchase liability insurance in favor of Real Innovations for this purpose. Under the termination provision of the licenses agreement, there is no unilateral right of termination. Termination may occur by mutual consent of the parties, the Company ceasing doing business, by breach by the Company or by the Company failing to maintain the license and the support to prosecute and protect the license under applicable laws.
Under the License Agreement, Messrs. Andrew S. Thomas and Paul Benford will benefit indirectly from their indirect ownership of all of the shares of Real Innovations to the extent of any such payments or other undertakings by Cogent on behalf of Real Innovations, but the exact amount of these benefits cannot be determined at this time. No payments have been made as of January 31, 2026.
As of January 31, 2026, the amount due to related parties was $273,754 compared to $245,712 as of October 31, 2025. As of January 31, 2026, the amount consisted of accrued dividends of $122,010, directors fees of $9,000 and accrued liabilities of $142,475.
NOTE 5 – OPTIONS
The Company, under its 2012 Stock Option Plan, issues options to various officers, directors, and consultants. The options vest in equal annual installments over a five year period with the first 20% vested when the options are granted. All of the options are exercisable at a purchase price based on the last trading price of the Company’s common stock.
During the three months period ended January 31, 2025 the Company issued 631,250 options 18 individuals. The options are exercisable into common stock of the Company at $0.41 per share. The Company calculated a fair value of the outstanding options of $53,128 using the Black Scholes option pricing model with computed volatility of 128.00%, risk-free interest rate of 4.5%, expected dividend yield 0%, stock price at measurement date of $0.51 and the expected term of ten years. The options are expensed over a five year period with 20% upon issuance and 20% for the first and each subsequent year.
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During the three month period ended January 31, 2026 the Company issued 1,595,000 to options 19 individuals. The options are exercisable into common stock of the Company at $0.33-$0.48 per share. The Company calculated a fair value for the outstanding options as of January 31, 2026 of $64,429 using the Black Scholes option pricing model with computed volatility of 142%, risk-free interest rate of 4.5%, expected dividend yield 0%, stock price at measurement date of $0.33-$0.48 and the expected term of ten years. The options are expensed over a five year period with 20% upon issuance and 20% for the first and each subsequent year.
As of January 31, 2026 the total number of options was 10,332,200 with 7,315,450 exercisable and 3,016,750 not exercisable.
During the three month period ended January 31, 2026, the Company recognized $64,429 of option expense. The unrecognized future balance to be expensed over the term of the options is $803,085.
The following sets forth the options granted and outstanding as of January 31, 2026:
| Options | Weighted Average Exercise price | Weighted Average Remaining Contract Life | Granted Options Exercisable | Intrinsic value | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Outstanding at October 31, 2025 | 8,737,200 | $ | 0.20 | 3.10 | 7,068,450 | $ | 3,575,987 | |||
| Granted | 1,595,000 | 0.43 | 9.75 | -- | -- | |||||
| Exercised | -- | -- | -- | -- | -- | |||||
| Forfeited/Expired by termination | -- | -- | -- | -- | -- | |||||
| Outstanding as January 31, 2026 | 10,332,200 | 0.24 | 4.58 | 7,315,450 | $ | 842,024 | ||||
| Exercisable and vested at January 31, 2026 | 7,315,450 | 0.17 | 2.60 | -- | -- |
NOTE 6 – MAJOR CUSTOMERS
The Company sells to their end-user customers both directly and indirectly, through resellers. In the three months ended January 31, 2026, 7 resellers accounted for 50% of sales, of which one reseller accounted for 23% of sales. In the three months ended January 31st, 2025, 7 resellers accounted for 53% of sales, of which two resellers each accounted for more than 10%, representing 26% of sales. The Company maintains all the information on their end user customers, and should a reseller discontinue operations, the Company can sell directly to the end user. No reseller has exclusivity in their territory. In the three months ended January 31, 2026, no end user customers were responsible for more than 10% of gross revenue and 17 end user customers were responsible for approximately 50% of gross revenue. In the three months ended January 31, 2025, one end user customer was responsible for 14% gross revenue, and nine end user customers were responsible for approximately 51% of gross revenue.
NOTE 7 – SEGMENT REPORTING
ASC Topic 280, “Segment Reporting” establishes the standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company is managed as one operating unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making and discloses its operating results in a single reportable segment. The Company’s chief operating decision maker (“CODM”), represented by the Company’s Chief Executive Officer, reviews financial information and assesses the operations of the Company in order to make strategic decisions such as allocation of resources and assessing operating performance.
NOTE 8 – INITIATIVE LOAN
On December 18, 2025, the Company received a $1.9 million Industrial AI Product Development Initiative funding through FedDev Ontario’s Regional Artificial Intelligence Initiative. The Company and FedDev Ontario entered into a loan agreement whereby up to $750,000 will be provided to the Company over the Project period in the form of an interest-free repayable loan after the Project completion. As of January 31, 2026 the Company had not received any funding from the loan agreement.
NOTE 9 – SUBSEQUENT EVENTS
On February 24, 2026 the Industrial AI Product Development Initiative authorized a payment of CDN $187,209 ( US $136,649) to the Company for the initiative loan (see Note 8 above)
The Company has evaluated subsequent events to determine events occurring after January 31, 2026 through the filing of this report that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than noted above .
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Skkynet’s actual results could differ materially from those set forth on the forward-looking statements as a result of the risks set forth in Skkynet’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.
OVERVIEW
Skkynet is a Nevada corporation headquartered in Mississauga, Canada. Skkynet operates three different lines of business through its wholly owned subsidiaries Cogent Real-Time Systems, Inc. (“Cogent”), Skkynet, Inc. (“Skkynet (USA)”), and Skkynet Corp. (“Skkynet (Canada)”). Skkynet was established to enhance Cogent’s existing business lines through the integration of Cloud-based systems, and to deliver a Software-as-a-Service (“SaaS”) product targeting the Industrial Internet of Things (“IoT”) market, now referred to by the terms “Industry 4.0” and “Industrial Internet Consortium”.
The Company provides software and related systems and facilities to collect, process, and distribute real-time information over a network. This capability allows the customers to both locally and remotely manage, supervise, and control industrial processes and financial information systems. By using this software and, when requested by a client, our web based assets; our clients and their relevant customers are given the ability and the tools to observe and interact with these processes and services in real-time as they are underway and to give them the power to analyze, alter, stop, or otherwise influence these activities to conform to their plans.
RESULTS OF OPERATIONS
For the three month period ended January 31, 2025, revenue was $828,052 compared to $549,393 for the same period in 2026. Revenue decreased for the three months period ended January 31, 2026 over the same period in 2025 by 34%. For comparison purposes, the revenue for the quarter ended January 31, 2025 was approximately 32% greater than the 5 year average of revenue of the same periods from 2021 through 2025. The decrease in revenue for the three months period is attributed to lower sales by Cogent along with the move by the Company from perpetual to subscription licenses.
Operating expense was $629,815 for the three month periods ended January 31, 2025 compared to $766,608 for the same period in 2026. The increase in operating expenses was impacted by an increase in salary and wages of $42,442, consulting and directors’ fees of $24,141 and general and administrative expenses of $76,389.
For the three month period ended January 31, 2025, the Company reported an operating income of $198,237 compared to operating loss of $217,215 for the same period in 2026. The operating loss during the three month period ended January 31, 2026 over the operating income for same period in 2025 is attributable to $278,659 lower revenues plus increased expenses of $136,753 in the three month period ended January 31, 2026, versus the same period in 2025.
Other income for the three months period ended January 31, 2025 was $30,826, consisting of other income of $9,752 and a currency gain of $21,074. This compared to other expenses of $5,477 consisting of other income of $11,684 and a currency loss of $17,161 for the same period in 2026. The amount of change in both periods was due mostly to the effect of currency exchange.
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Net income, after income taxes of $229,063, was reported for the three month period ended January 31, 2025, compared to net loss after income taxes of $266,509 for the same period in 2026. The net loss for the three month period in 2026 can be attributed to $278,659 of lower revenue during the same period in 2026 versus the same period in 2025. Additionally, the operating expenses for the three month period ended January 31, 2026 was $136,753 more than the same period in 2025.
Net income to common stockholders was $226,158 for the three month period ended January 31, 2025, compared to net loss of $229,414 for the same period in 2026. Net income to common shareholders includes the expense of dividend for preferred stockholders of $2,905 being accrued for the three months period ended January 31, 2025 and 2026.
The Company reported comprehensive income of $221,485 for the three month period ended January 31, 2025 compared to a comprehensive loss of $223,301 for the same period in 2026. The comprehensive income is an adjustment to net gain or loss with foreign currency translation adjustments.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2026, the Company had current assets of $1,780,941 and current liabilities of $912,098, resulting in working capital of $868,843. Accumulated deficit, as of January 31, 2026, was $6,676,990 with total stockholders’ equity of 868,843. This compares to current assets of $1,831,014 and current liabilities of $803,299 with working capital of $1,027,715 as of October 31, 2025. Accumulated deficit as of October 31, 2025 was $6,447,576 with shareholders’ equity of $1,027,576.
Net cash provided by operating activities for the three month period ended January 31, 2025, was $157,268 compared to net cash used in operating activities of $42,643 for the same period in 2026. The change in cash provided by operating activities for the three month period ended January 31, 2025 compared to the cash used in operating activities over the same period in 2026 was primarily due to a decreased revenue in 2026 compared to 2025 .
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, Skkynet is not required to provide information required under this Item.
ITEM 4: CONTROLS AND PROCEDURES
This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 under the Securities Exchange Act of 1934 (the "Exchange Act"). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosures.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2026 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework- 2013. Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. We lack full time personnel in accounting and financial staff to sufficiently monitor and process financial transactions in an efficient and timely manner. Our history of losses has severely limited our budget to hire and train enough accounting and financial personnel needed to adequately provide this function. Consequently, we lacked sufficient technical expertise, reporting standards and written policies and procedures along with a lack of a formal review process which includes multiple layers of review. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our management believes that the Unaudited Financial Statements included herein present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.
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PART II – OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
ITEM 1A: RISK FACTORS
There have been no material changes to the Company’s risk factors as previously disclosed in our most recent 10-K filing for the year ended October 31, 2025.
ITEM 2: SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: MINE SAFETY INFORMATION
None.
ITEM 5: OTHER INFORMATION
None.
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ITEM 6: EXHIBITS
SIGNATURES
In accordance with 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.
| SKKYNET CLOUD SYSTEMS, INC. | ||
|---|---|---|
| Date: March 17, 2026 | By: | /s/ Gary Tillery |
| Gary Tillery, Chief Executive Officer | ||
| (Duly Authorized, Principal Executive Officer) | ||
| SKKYNET CLOUD SYSTEMS, INC. | ||
| --- | --- | |
| By: | /s/ Lowell Holden | |
| Lowell Holden, Chief Financial Officer | ||
| (Duly Authorized Principal Financial Officer) | ||
| 17 | ||
| --- |
skky_ex311.htm EXHIBIT 31.1 ****
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Gary Tillery, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Skkynet Cloud Systems, Inc. |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omitting to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
| 4. | The registrant's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. |
|---|---|
| (b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change to the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|---|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
|---|---|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 17, 2026 |
|---|
| By: | /s/ Gary Tillery |
| Name: | Gary Tillery |
| Title: | Chief Executive Officer |
| | (Principal Executive Officer) |
skky_ex312.htm EXHIBIT 31.2
CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Lowell Holden, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Skkynet Cloud Systems, Inc. |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omitting to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
| 4. | The registrant's other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared. |
|---|---|
| (b) | Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change to the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|---|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and |
|---|---|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 17, 2026 |
|---|
| By: | /s/ Lowell Holden |
| Name: | Lowell Holden |
| Title: | Chief Financial Officer |
| | (Principal Financial Officer) |
skky_ex321.htm EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Skkynet Cloud Systems, Inc. (the “Company”) on Form 10-Q for the period ended January 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary Tillery, Principal Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| /s/ Gary Tillery |
|---|
| Gary Tillery |
| Chief Executive Officer |
| (Duly Authorized Principal Executive Officer) |
| Dated: March 17, 2026 |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
skky_ex322.htm EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Skkynet Cloud Systems, Inc. (the “Company”) on Form 10-Q for the period ended January 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lowell Holden, Principal Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Skkynet. |
| /s/ Lowell Holden |
|---|
| Lowell Holden |
| Chief Financial Officer |
| (Duly Authorized Principal Financial Officer) |
| Dated: March 17, 2026 |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Skkynet for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.