SKKY 10-Q
Skkynet Cloud Systems, Inc. (SKKY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ____________.
Commission File Number
(Exact name of registrant as specified in its charter) |
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(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 and post 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 March 14, 2022, there were
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| Consolidated Balance Sheets as of January 31, 2022 (Unaudited) and October 31, 2021 |
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Management’s Discussion of Financial Condition and Results of Operations |
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| 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.
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| Table of Contents |
PART I
ITEM 1: FINANCIAL STATEMENTS
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
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| January 31, 2022 |
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| October 31, 2021 |
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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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Receivable related parties |
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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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Right of use asset |
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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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Current portion of operating lease liability |
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Total current liabilities |
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Loan payable |
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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.
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| Table of Contents |
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
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| For the Three Months Ended January 31, |
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Revenue |
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Operating Expenses: |
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General & administrative expenses |
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Depreciation |
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Loss from operations |
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Other Income: |
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Other income |
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Currency exchange |
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Total other income |
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Loss before taxes |
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Income taxes |
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Net loss |
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Foreign currency translation adjustment |
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Comprehensive loss |
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Net loss per share to common shareholders |
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Weighted average common shares outstanding -basic and diluted |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
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| Table of Contents |
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JANUARY 31, 2022 AND 2021
(Unaudited)
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| Accumulated |
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| Series B Preferred |
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Balance at October 31, 2020 |
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Stock option expense |
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Change due to currency translation |
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Net Loss |
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Balance at January 31, 2021 |
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Balance at October 31, 2021 |
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Stock option expense |
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Change due to currency translation |
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Dividends accrued on series B preferred shares |
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Net loss |
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Balance at January 31, 2022 |
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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)
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| For the Three Months Ended January 31, |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Option based compensation |
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Non-cash lease expense |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Accounts payable and accrued expenses |
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Accrued liabilities – related parties |
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Prepaid expenses and other assets |
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Operating lease liability |
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Deferred income |
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITY |
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Proceeds from (payment on) Canadian loan activity |
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITY |
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Effect of exchange rate changes on cash and cash equivalents |
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Net decrease in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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SUPPLEMENTAL CASH FLOWS INFORMATION |
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Interest paid |
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Income taxes paid |
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NONCASH 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, 2021 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, 2021 as reported on Form 10-K, have been omitted.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Recently Adopted Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)". The amendments in this ASU revise the accounting related to lessee accounting. Under the new guidance, lessees are required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018 and are to be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. The Company has adopted the new accounting pronouncement and recorded a right of use asset and operating lease liability of $
Reclassification
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.
| 8 |
| Table of Contents |
NOTE 3 - REVENUE RECOGNITION
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, 2022 and 2021 the revenue by product line is as follows:
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Product sales |
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Support |
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Cloud & Other |
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Total |
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The Company sells its products on a worldwide basis. During the three month periods ended January 31, 2022 and 2021 the Company’s geographic concentration of revenue is as follows:
Area |
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Europe |
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North America |
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Asia |
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South America |
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Total |
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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 licenses agreement, there is no unilateral right of termination. Termination may occur by mutual consent of the parities, 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, 2022.
As of January 31, 2022 the amount due related parties was $
| 9 |
| Table of Contents |
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.
On December 15, 2020, the Company issued
During the three month period ended January 31, 2022, the Company recognized $
The following sets forth the options granted and outstanding as of January 31, 2022:
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| Options |
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| Weighted Average Exercise price |
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| Weighted Average Remaining Contract Life |
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| Granted Options Exercisable |
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| Intrinsic value |
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Outstanding at October 31, 2020 |
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| $ | 5,765,680 |
|
| $ |
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Granted |
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| -- |
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| -- |
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| -- |
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Exercised |
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| -- |
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| -- |
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| -- |
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| -- |
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| -- |
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Forfeited/Expired by termination |
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| -- |
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| -- |
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| -- |
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| -- |
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| -- |
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Outstanding at October 31, 2021 |
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| $ |
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Granted |
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| -- |
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| -- |
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| -- |
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Exercised |
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| -- |
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| -- |
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| -- |
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Forfeited/Expired by termination |
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| -- |
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| -- |
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| -- |
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Outstanding at January 31, 2022 |
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| $ |
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| $ |
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NOTE 6 - LEASES
The Company leases office space located at 2233 Argentia Road Suite 306 Mississauga, Ontario Canada L5N 2X7. During May 2017, the Company signed a new 5 year lease for the Company’s office being effective on August 1, 2017 through July 31, 2022. The lease is for approximately
The yearly rental obligations including the lease agreements are as follows:
Fiscal Year |
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| |
2022 |
| $ |
| |
Total lease payments |
| $ |
| |
Less present value discount |
|
| ( | ) |
Less operating lease short term |
|
| ( | ) |
Operating lease liability, long term |
| $ |
| |
| 10 |
| Table of Contents |
Under the new standards the lease has been determined to be a right of use operating lease and is recognized based on the present value of the lease payments over the lease term at the commencement date which upon adoption of ASC 842 the value was determined to be $
NOTE 7 - MAJOR CUSTOMERS
The Company sells to their end-user customers both directly and through a network of resellers. Four resellers accounted for
NOTE 8 - LOANS PAYABLE
On April 30, 2020, the Company’s subsidiary Cogent Systems issued a two year note for US$
On December 15, 2020, the Company’s subsidiary Cogent Systems issued a two year note for US$
NOTE 9 - SUBSEQUENT EVENTS
On February 4, 2022 the Company granted
The Company has evaluated subsequent events to determine events occurring after January 31, 2021 through March 14, 2022 that would have a material impact on the Company’s financial results or require disclosure and have determined none exist.
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| Table of Contents |
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 customers (to the extent relevant) 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, 2022, revenue was $477,179 compared to $438,066 for the same period in 2021. Revenue increased for the three month period ended January 31, 2022 over the same period in 2021 by 8.9%. The increase in revenue for the three month period ended January 31, 2022 is attributed to higher sales by Cogent. The Company is benefiting from its prior investment in sales and marketing and market recognition which has contributed to the increase in Cogent’s sales.
General and administrative expense was $576,639 for the three month period ended January 31, 2022 compared to $448,006 for the same period in 2021. The increase in general and administrative expenses for the three month period ended January 31, 2022 over the same period in 2021, resulted from increased expenditures primarily in legal and accounting of $26,700, hired consulting services of $13,800, advertising and promotion of $49,400, computer and internet of$$4,500, and payroll for new hires of $23,200.
For the three month period ended January 31, 2022, the Company reported an operating loss of $100,111 compared to operating loss of $10,581 for the same periods in 2021. The increase of operating loss during the three month period ended January 31, 2022 over the same period in 2021 is attributable to higher general and administrative costs in the period ended January 31, 2022 as noted in the above paragraph compared to 2021.
Other income and expense for the three month period ended January 31, 2022, was other income of $25,947 compared to other loss of $31,131 for the same periods in 2021. The amount of change in both periods was due to the effect of currency exchange.
Net loss before and after income taxes of $74,164 was reported for the three month period ended January 31, 2022, compared to a net loss before and after income taxes of $41,712 for the same period in 2021. The higher net loss for the three month period in 2021 can be attributed to higher general and administrative cost in 2022 compared to the same period in 2021.
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Net loss to common shareholders was $77,069 for the three month period ended January 31, 2022 compared to $44,617 for the same period in 2021. The loss includes the expense of dividend for preferred shareholders of $2,905 being accrued for the period ended January 31, 2022.
The Company reported comprehensive loss of $90,713 for the three month period ended January 31, 2022 compared to a comprehensive loss of $33,076 for the same period in 2021. The comprehensive loss is an adjustment to net loss with foreign currency translation adjustments.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2022, Skkynet had current assets of $968,952 and current liabilities of $536,202, resulting in working capital of $432,750. Accumulated deficit, as of January 31, 2022, was $6,547,492 with total shareholders’ equity of $408,286.
Net cash used in operating activities for the three month period ended January 31, 2022, was $144,538 compared to net cash used in operating activities of $220,860 for the same period in 2021.
The decrease in cash used in operating activities for the three month period ended January 31, 2022 over the same period in 2021 was primarily due to an, increase in accounts payable offset by a decrease in accrued liabilities to related parties and increased accounts receivable.
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, 2022 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 Skkynet’s risk factors as previously disclosed in our most recent 10-K filing for the year ended October 31, 2021.
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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| 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 Labels 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). |
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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 14, 2022 | By: | /s/ Andrew Thomas | |
|
| Andrew Thomas, | |
| Chief Executive Officer | |||
| (Duly Authorized, Principal Executive Officer) | |||
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| By: | /s/ Lowell Holden |
|
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| Lowell Holden, |
|
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| Chief Financial Officer |
|
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| (Duly Authorized Principal Financial Officer) |
|
| 16 |