Skkynet Cloud Systems, Inc 10-Q for FY2025 Q3
Skkynet Cloud Systems, Inc. (SKKY)
About this 10-Q
Skkynet Cloud Systems, Inc filed this 10-Q on September 15, 2025, covering the quarter ended July 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended July 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $482.68K
- down 27.6% from $666.36K a year earlier
- Net loss
- $15.45K
- compared with net income of $121.72K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from ___________ to ____________.
Commission File Number
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
(
(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:
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).
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 | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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|
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
As September 15, 2025, there were
| 2 |
| Table of Contents |
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.
| 3 |
| Table of Contents |
PART I
ITEM 1: FINANCIAL STATEMENTS
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
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| July 31, 2025 |
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| October 31, 2024 |
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| (Unaudited) |
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| (Audited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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Accounts receivable |
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Prepaid expenses |
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Total current assets |
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Property and equipment, net of accumulated depreciation of $ |
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Total Assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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Accrued liabilities – related party |
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Deferred revenue |
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Total current liabilities |
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Total Liabilities |
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Commitments and contingencies |
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Stockholders’ Equity: |
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Preferred stock: $ |
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Series B Preferred convertible stock: $ |
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Common stock; $ |
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Additional paid-in capital |
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Accumulative other comprehensive income |
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Accumulated deficit |
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Total stockholders’ equity |
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Total Liabilities and Stockholders’ Equity |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
| Table of Contents |
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
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| As of July 31, |
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Revenue |
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Operating Expenses: |
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Depreciation |
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Compensation expense |
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Advertising |
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Stock compensation |
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General & administrative expenses |
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Operating expenses |
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Income (loss) from operations |
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Other income (expense): |
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Other income |
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Bad debt expense |
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Currency exchange |
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Total other income (expense) |
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Income (loss) before taxes |
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Income taxes refund (expense) |
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Net income (loss) |
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Preferred dividends |
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Income (loss) to common stockholders |
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Foreign currency translation adjustment |
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Comprehensive income (loss) |
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| $ |
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Net income per share to common stockholders- basic |
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Weighted average common shares outstanding -basic |
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Net income per share to common stockholders – diluted |
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Weighted average common stock outstanding- diluted |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 5 |
| Table of Contents |
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2025 AND 2024
(Unaudited)
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| Accumulated |
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| Series B Preferred |
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| Additional |
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| Other |
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| Total |
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| Common Stock |
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| Preferred Stock |
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| Convertible Stock |
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| Paid-In |
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| Accumulated |
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| Comprehensive |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Income (loss) |
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| Equity |
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Balance at October 31, 2023 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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Change due to currency translation |
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| -- |
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| -- |
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Dividend accrued on series B preferred shares |
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| -- |
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| -- |
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Stock option expense |
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| -- |
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| -- |
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| --- |
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| -- |
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Net income |
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| -- |
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| -- |
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| -- |
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Balance at January 31, 2024 |
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Change due to currency translation |
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| -- |
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| -- |
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| -- |
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Dividend accrued on series B preferred shares |
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| -- |
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| -- |
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| -- |
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| ( | ) |
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| ( | ) | |||||
Stock option expense |
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| -- |
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| -- |
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| -- |
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| -- |
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| -- |
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| -- |
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| -- |
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Net loss |
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| -- |
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| -- |
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| -- |
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Balance at April 30, 2024 |
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Change due to currency translation |
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| -- |
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| -- |
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| -- |
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Dividend accrued on series B preferred shares |
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| -- |
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| -- |
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| -- |
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Stock option expense |
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| -- |
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| -- |
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| -- |
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Net income |
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| -- |
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| -- |
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| -- |
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Balance at July 31, 2024 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ |
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Balance at October 31, 2024 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ |
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Change due to currency translation |
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| -- |
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| -- |
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| -- |
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| ( | ) |
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| ( | ) | |||||
Dividend accrued on series B preferred shares |
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| -- |
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| -- |
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| -- |
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| ( | ) |
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| ( | ) | |||||
Stock option expense |
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| -- |
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| -- |
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| -- |
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Net income |
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| --- |
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| -- |
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| -- |
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Balance at January 31, 2025 |
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Change due to currency translation |
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| -- |
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| -- |
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| -- |
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| ( | ) |
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| ( | ) | |||||
Dividend accrued on series B preferred shares |
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| -- |
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| -- |
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| -- |
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| ( | ) |
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| ( | ) | |||||
Stock option expense |
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| -- |
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| -- |
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| -- |
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Balance at April 30, 2025 |
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Change due to currency translation |
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Dividend accrued on series B preferred shares |
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Net income |
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Balance at July 31, 2025 |
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The accompanying notes are an integral part of the unaudited consolidated financial statements
| 6 |
| Table of Contents |
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| For the Nine Months Ended July 31, |
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| 2025 |
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| 2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
| $ | ( | ) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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NET CASH PROVIDED BY OPERATING ACTIVITIES |
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Effect of exchange rate changes on cash and cash equivalents |
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SUPPLEMENTAL CASH FLOWS INFORMATION |
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Interest paid |
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NON CASH INVESTING AND FINANCING ACTIVITIES |
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Dividends accrued on Series B preferred shares |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 7 |
| Table of Contents |
SKKYNET CLOUD SYSTEMS, INC.
NOTES TO 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 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, 2024 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, 2024 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 – SIGNIFICANT ACCOUNTING POLICIES
Recent adopted accounting standards
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13 Financial Instruments- Credit Losses, which replaces the impairment methodology incurred to reflect expected credit losses. The amendments require 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 after December 15, 2024. The Company is evaluating the adoption of the standard but believe it will not have a material impact on the Company’s consolidated financial statements.
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 nine months ended July 31, 2025 and the year ended October 31, 2024, respectively. However, the Company expensed $
Basic and Diluted Net Loss Per Share
| 8 |
| Table of Contents |
Basic and diluted net income per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. For the nine months ended July 31, 2025 and the nine months ended July 31, 2024,
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.
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. |
| 9 |
| Table of Contents |
As part of the revenue recognition reporting, the Company reports revenue by product line and geographic area. During the nine month periods ended July 31, 2025, and 2024 the revenue by product line is as follows:
Category |
| Percentage |
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| 2025 |
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| Percentage |
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| 2024 |
| ||||
Product sales |
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| % |
| $ |
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| % |
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Support |
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| % |
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Cloud & Other |
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| % |
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Total |
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| % |
| $ |
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| % |
| $ |
| ||||
The Company sells its products on a worldwide basis. During the nine month periods ended July 31, 2025, and 2024 the Company’s geographic concentration of revenue is as follows:
Area |
| Percentage |
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| 2025 |
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| Percentage |
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| 2024 |
| ||||
Europe |
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| $ |
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Total |
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| % |
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| % |
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| ||||
NOTE 4 – RELATED PARTY TRANSACTIONS
Sakura Software, a corporation owned by our CEO and Chairman of the Board of Directors, Andrew S. Thomas, and Benford Consultancy, a corporation owned by our COO and a member of our Board of Directors, Paul Benford, own, respectively,
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 license’s 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 July 31, 2025.
| 10 |
| Table of Contents |
As of July 31, 2025, the amount due to related parties was $
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 nine month period ended July 31, 2025 the Company issued
As of July 31, 2025 the total number of options was
During the nine month period ended July 31, 2025, the Company recognized $
The following sets forth the options granted and outstanding as of July 31, 2025:
|
| Options |
|
| Weighted Average Exercise price |
|
| Weighted Average Remaining Contract Life |
|
| Granted Options Exercisable |
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| Intrinsic value |
| |||||
Outstanding at October 31, 2024 |
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Exercised |
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Forfeited/Expired by termination |
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Outstanding as July 31, 2025 |
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| |||||
NOTE 6 – MAJOR CUSTOMERS
The Company sells to their end-user customers both directly and indirectly, through resellers. In the nine months ended July 31, 2024, 5 resellers accounted for
| 11 |
| Table of Contents |
NOTE 7 – EQUITY
On July 30, 2015, the Company designated
NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events to determine events occurring after July 31, 2025 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.
| 12 |
| Table of Contents |
ITEM2: 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 and nine month periods ended July 31, 2025, revenue was $482,682 and $1,897,446 compared to $666,359 and $1,898,701 for the same periods in 2024. Revenue decreased for the nine month period ended July 31, 2025 over the same period in 2024 by less than 1%. During the nine months ended July 31, 2025, subscription revenue accounted for 12% of sales or $224,730 versus 2% of revenue or $47,336 for the same period in 2024. The decrease in revenue for the nine month period can be partially attributed to the $177,394 increased subscription license agreements over perpetual license in 2025 over 2024. Under the subscription agreement the licensee pays for the license on an annual basis at a lower amount than if it was a perpetual license. Revenue from quarter-to-quarter is dependent on the timing of orders placed by its customers. Additionally, as larger customers place orders, the revenue volume can fluctuate significantly. The Company instituted subscription agreement terms in which the customer’s license is for two years with an option to renew each year thereafter. Payments for the software licenses are made on an annual basis compared to the one-time payment for a perpetual license. Subscription licenses impact the amount of revenue that can be recorded in a specific reporting period and may impact the comparison of revenue when compared to a previous reporting period. During the quarter ending July 31, 2025, the Company had fewer individual software orders plus increased subscription license revenue compared to the third quarter ending July 31, 2024 resulting in 28% less revenue in the second quarter. The Company cannot determine if there were any significant external factors in the marketplace that impacted the results.
Operating expense was $535,085 and $1,946,305 for the three and nine month periods ended July 31, 2025 compared to $556,274 and $1,952,333 for the same periods in 2024. Compensation expense of $1,206,261 for the nine months ended July 31, 20125 consisted of payroll of $875,640 and consulting and directors’ fees of $330,621 compared to compensation of $1,190,888 consisting of payroll of $844,389 and consulting and directors’ fees of $346,499 for the same period in 2024. The change in operating expenses between the nine months in 2025 over 2024 was minimal and no specific category of expense changed significantly except for salaries and wages and general and administrative expenses.
| 13 |
| Table of Contents |
For the three and nine month periods ended July 31, 2025, the Company reported an operating loss of $52,403 and $48,859 compared to operating income of $110,085 and operating loss of $53,632 for the same periods in 2024. The operating loss during the nine month period ended July 31, 2025 over the operating loss for same period in 2024 is attributable to static revenues and static expenses in both nine month periods ended July 31, 2025 and 2024.
Other income/expense for the three and nine month periods ended July 31, 2025 was income of $8,168 and $7,204, consisting of other income of $11,857 and $29,966, currency loss of $3,532 and $9,131 plus a bad debt expense of $13,631. This compared to other income of $11,633 and $1,957 for the three and nine months period ended July 31, 2024. Other income and expense consisted of other income of $6,464 and $14,459, currency income of $5,169 and currency loss of $12,502 for the same period in 2024. The amount of change in both periods was due to the effect of currency exchange, increased other income and bad debt expense of $13,631.
Net loss before taxes of $44,235 and $41,655 was reported for the three and nine month periods ended July 31, 2025, compared to net income of $121,718 and net loss of $51,675 for the same periods in 2024. Net loss after tax for the three and nine month periods ended July 31, 2025 was $15,445 and $14,105 compared to net income of $121,718 and net loss of $23,401 for the same periods in 2024. These amounts reflect tax refunds of $28,790 and $28,274 during the nine month periods in 2025 and 2024, respectively.
Net loss to common stockholders was $18,353 and $22,820 for the three and nine month periods ended July 31, 2025, compared to net income of $118,813 and net loss of $32,116 for the same periods in 2024. Net income or loss to common shareholders includes the expense of dividend for preferred stockholders of $2,905 and $8,715 being accrued for the three and nine month periods ended July 31, 2025 and 2024.
The Company reported comprehensive losses of $17,838 and $31,652 for the three and nine month periods ended July 31, 2025 compared to a comprehensive income of 118,634 and loss of $21,160 for the same periods in 2024. Comprehensive income is an adjustment to net gain or loss with foreign currency translation adjustments.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2025, the Company had current assets of $1,615,964 and current liabilities of $668,946, resulting in working capital of $946,634. Accumulated deficit, as of July 31, 2025, was $6,494,127 with total stockholders’ equity of $947,018. Stockholders’ equity increased by $57,488 during the nine month period ending July 31, 2025. The change was primarily due to the increase in current assets in the nine month period ending July 31, 2025.
Net cash provided by operating activities for the nine month period ended July 31, 2025, was $203,449 compared to net cash provided by operating activities of $199,502 for the same period in 2024. The cash provided by operating activities for the nine month period ended July 31, 2025 compared to the net cash provided in operating activities over the same period in 2024 was influenced by the lower loss in 2025 over 2024.
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.
| 14 |
| Table of Contents |
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 July 31, 2025 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.
| 15 |
| Table of Contents |
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, 2024.
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.
| 16 |
| Table of Contents |
ITEM 6: EXHIBITS
| ||
|
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| 17 |
| Table of Contents |
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: September 15, 2025 | By: | /s/ Andrew Thomas | |
| Andrew Thomas, Chief Executive Officer (Duly Authorized, Principal Executive Officer) | ||
|
|
| |
| By: | /s/ Lowell Holden |
|
| Lowell Holden, Chief Financial Officer (Duly Authorized Principal Financial Officer) |
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| 18 |
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, Andrew Thomas, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Skkynet Cloud Systems, Inc. |
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| 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. |
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| 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. |
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| 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: |
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| (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. |
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| (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. |
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| (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 |
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| (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 |
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| 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): |
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| (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 |
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| (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. |
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| Date: September 15, 2025 | |||
| By: | /s/ Andrew Thomas | ||
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| Name: | Andrew Thomas | |
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
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. |
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| 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. |
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| 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. |
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| 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: |
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| (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. |
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| (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. |
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| (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 |
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| (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): |
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| (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 |
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| (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: September 15, 2025 | |||
| By: | /s/ Lowell Holden | ||
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| Name: | Lowell Holden | |
| Title: | Chief Financial Officer | ||
| (Principal Financial Officer) | |||
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 July 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew Thomas, 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 |
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| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| /s/ Andrew Thomas | |||
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| Andrew Thomas | |
| Chief Executive Officer (Duly Authorized Principal Executive Officer) | |||
| Dated: September 15, 2025 |
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.
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 July 31, 2025 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 |
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| 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 | |||
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| Lowell Holden | |
| Chief Financial Officer | |||
| (Duly Authorized Principal Financial Officer) | |||
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| Dated: September 15, 2025 |
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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.