Form 10-Q Skkynet Cloud Systems, Inc.

10-Q - Quarterly report [Sections 13 or 15(d)]

Published: 2014-09-10 16:15:57
Submitted: 2014-09-10
Period Ending In: 2014-07-31
skky_10q.htm FORM 10-Q


skky_10q.htm



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
July 31, 2014

OR

o
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 306. Mississauga, Ontario, Canada L5N 2X7
(Address of principal executive offices)

20 Bay Street – Suite 1100, Toronto, Ontario, Canada M5J 2N8
(Former Address)

(888) 628-2028
(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
x
  No
o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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).
Yes
x
 No
o

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
o
Accelerated filed
o
Non-accelerated filer
o
Smaller reporting company
x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes 
o
No
x

As of September 10, 2014 there were 50,642,500 shares of Common Stock of the issuer outstanding.
 


 
 

 
 
 
 
 
Page
 
PART I. FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
Item 1.  
Financial Statements (Unaudited)
 
4
 
 
Consolidated Balance Sheets as of July 31, 2014 (Unaudited) and October 31, 2013
 
 
4
 
 
Consolidated Statements of Operations for the Three and Nine months Ended July 31, 2014 and 2013 (Unaudited)
 
 
5
 
 
Consolidated Statements of Cash Flows for the Nine  Months Ended July 31, 2014 and 2013 (Unaudited)
 
 
6
 
 
Notes to Consolidated Financial Statements (Unaudited)
 
 
7
 
 
 
 
 
 
 
Item 2.  
Management’s Discussion and Analysis and Plan of Operation
 
 
10
 
 
 
 
 
 
 
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk
 
 
12
 
 
 
 
 
 
 
Item 4.  
Controls and Procedures
 
 
12
 
 
 
 
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
Item 1.  
Legal Proceedings
 
 
13
 
 
 
 
 
 
 
Item 1A.  
Risk Factors
 
 
13
 
 
 
 
 
 
 
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
13
 
 
 
 
 
 
 
Item 3.  
Defaults upon Senior Securities
 
 
13
 
 
 
 
 
 
 
Item 4.  
Mine Safety Information
 
 
13
 
 
 
 
 
 
 
Item 5.  
Other Information
 
 
13
 
 
 
 
 
 
 
Item 6.  
Exhibits
 
 
14
 
 
 
 
 
 
 
Signatures
 
 
15
 
 
 
2

 
 
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 identify and develop a network of physicians, the Company’s ability to establish a global market, clinical trial results, 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 subsequently to 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

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

 
 
July 31,
2014
 
 
October 31,
2013
 
ASSETS
 
Current Assets:
 
 
 
 
 
 
 Cash and cash equivalents
 
$
404,872
 
 
$
365,415
 
 Accounts receivable
 
 
81,590
 
 
 
88,806
 
 Total current assets
 
 
486,462
 
 
 
454,221
 
 
 
 
 
 
 
 
 
 
Property and equipment, net of accumulated depreciation
 of $68,062 and $70,484 respectively
 
 
4,628
 
 
 
5,398
 
Intangible assets
 
 
1,648
 
 
 
1,648
 
 Total Assets
 
$
492,738
 
 
$
461,267
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
Current Liabilities:
 
 
 
 
 
 
 
 
 Accounts payable and accrued expenses
 
$
2,515
 
 
$
34,567
 
 Accounts payable – related parties
 
 
-
 
 
 
52,432
 
 Accrued liabilities – related party
 
 
195,302
 
 
 
143,872
 
 Notes payable – related parties
 
 
158,092
 
 
 
-
 
 Deferred income
 
 
63,230
 
 
 
59,312
 
 Total current liabilities
 
 
419,139
 
 
 
290,183
 
 
 
 
 
 
 
 
 
 
Notes payable to related parties
 
 
-
 
 
 
197,434
 
 Total liabilities
 
 
419,139
 
 
 
487,617
 
 
 
 
 
 
 
 
 
 
Stockholders’ Deficit:
 
 
 
 
 
 
 
 
Preferred stock; $0.001 par value, 5,000,000 shares authorized, 5,000 shares issued and outstanding
 
 
5
 
 
 
5
 
Common stock; $0.001 par value, 70,000,000 shares
 authorized, 49,844,000 and 49,334,000 shares issued and outstanding, respectively
 
 
49,844
 
 
 
49,334
 
Additional paid-in capital
 
 
1,160,835
 
 
 
555,773
 
Accumulative other comprehensive income (loss)
 
 
26,274
 
 
 
12,603
 
Accumulated deficit
 
 
(1,163,359
)
 
 
(644,065
)
Total stockholders’ equity (deficit)
 
 
73,599
 
 
 
(26,350
)
 Total Liabilities and Stockholders’ Equity
 
$
492,738
 
 
$
461,267
 

The accompanying notes are an integral part of the unaudited consolidated financial statements.
 
 
4

 
 
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
 
Three Months Ended July 31,
 
 
Nine Months Ended July 31,
 
 
 
2014
 
 
2013
 
 
2014
 
 
2013
 
Revenue
 
$
209,578
 
 
$
198,801
 
 
$
744,925
 
 
$
601,328
 
Direct material costs
 
 
1,116
 
 
 
2,300
 
 
 
2,571
 
 
 
6,008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 General & administrative
 
 
458,884
 
 
 
220,307
 
 
 
1,264,706
 
 
 
730,621
 
 Depreciation
 
 
428
 
 
 
447
 
 
 
1,238
 
 
 
1,329
 
Loss from operations
 
 
(250,850
)
 
 
(24,253
)
 
 
(523,590
)
 
 
(136,630
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Income (Expenses):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Tax refund
 
 
--
 
 
 
--
 
 
 
--
 
 
 
86,236
 
 Gain on debt forgiveness
 
 
--
 
 
 
--
 
 
 
11,982
 
 
 
--
 
 Other Expense
 
 
--
 
 
 
(4
)
 
 
--
 
 
 
(8
)
 Interest expense
 
 
(2,418
)
 
 
(3,026
)
 
 
(7,686
)
 
 
(9,250
)
 Total other income (expenses)
 
 
(2,418
)
 
 
(3,030
)
 
 
4,296
 
 
 
76,978
 
Net loss
 
$
(253,268
)
 
$
(27,283
)
 
$
(519,294
)
 
$
(59,652
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
 
(6,908
)
 
 
(6,209
)
 
 
(13,671
)
 
 
(5,416
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive (loss)
 
$
(260,176
)
 
$
(33,492
)
 
$
(532,965
)
 
$
(65,068
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per common share attributable to common stockholders (basic and diluted)
 
$
(0.01
)
 
$
(0.00
)
 
$
(0.01
)
 
$
(0.00
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding (basic and diluted)
 
 
49,844,000
 
 
 
49,334,000
 
 
 
49,703,890
 
 
 
49,334,000
 
 
The accompanying notes are an integral part of the unaudited consolidated financial statements.
 
 
5

 
 
SKKYNET CLOUD SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 
 
Nine Months Ended
July 31,
 
 
 
2014
 
 
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
 
 Net loss
 
$
(519,294
)
 
$
(59,652
)
 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 Depreciation expense
 
 
1,238
 
 
 
1,329
 
 Option based compensation
 
 
235,822
 
 
 
--
 
 Gain on debt forgiveness
 
 
(11,982
)
 
 
--
 
 Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 Accounts receivable
 
 
7,216
 
 
 
7,020
 
 Accounts payable and accrued expenses
 
 
(11,843
)
 
 
36,377
 
 Accrued liabilities – related parties
 
 
(1,002
)
 
 
270,331
 
 Taxes payable
 
 
(8,227
)
 
 
(1,720
)
 Deferred Income
 
 
3,918
 
 
 
--
 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
 
 
(304,154
)
 
 
253,685
 
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 Cash paid for the purchase of fixed assets
 
 
(2,020
)
 
 
(984
)
NET CASH USED IN INVESTING ACTIVITIES
 
 
(2,020
)
 
 
(984
)
 
 
 
 
 
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 Proceeds from the sale of common stock
 
 
369,750
 
 
 
--
 
 Payments on notes payable –related parties
 
 
(39,342
)
 
 
(6,086
)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
 
330,408
 
 
 
(6,086
)
 
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash
 
 
15,223
 
 
 
995
 
 
 
 
 
 
 
 
 
 
Net increase in cash
 
 
39,457
 
 
 
247,610
 
Cash, beginning of period
 
 
365,415
 
 
 
122,053
 
Cash, end of period
 
$
404,872
 
 
$
369,663
 
 
 
 
 
 
 
 
 
 
SUPPLEMENTAL CASH FLOWS INFORMATION
 
 
 
 
 
 
 
 
 Interest paid
 
$
21,007
 
 
$
260
 
 Income taxes paid
 
$
--
 
 
$
--
 

The accompanying notes are an integral part of the unaudited consolidated financial statements.
 
 
6

 
 
SKKYNET CLOUD SYSTEMS, INC.
NOTES TO UNAUDITED 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 subsidiary Cogent Real-Time Systems, Inc. (Cogent). 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.
 
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 (SEC), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s October 31, 2013 Annual Report filed with the SEC on Form 10-K. 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 audited financial statements for the most recent fiscal year end October 31, as reported on Form 10-K, have been omitted.
 
NOTE 2 – RELATED PARTY TRANSACTIONS

On July 31, 2012, Andrew Thomas, Shizuka Thomas and Paul Benford converted the salary they had accrued through our subsidiary through July 31, 2012 to notes payable due from that subsidiary. The notes mature on April 29, 2015 and bear an interest rate of 6% per annum on the outstanding balance. Interest payments are due quarterly commencing October 30, 2012. As of July 31, 2014 the outstanding amounts on the notes payable were $158,092 as noted below:

Note balance as of:
 
July 31,
2014
 
 
October 31,
2013
 
Andrew Thomas
 
$
47,938
 
 
$
59,572
 
Paul Benford
 
$
77,922
 
 
$
97,545
 
Shizuka Thomas
 
$
32,232
 
 
$
40,317
 
 Total
 
$
158,092
 
 
$
197,434
 

On January 1, 2012 and April 15, 2012 the Company and its subsidiary entered into employment agreements with four of its officers and directors. As a result of these agreements the Company has accrued compensation for each of the individuals. As of July 31, 2014 the accrued liability for compensation was $190,559.

As of July 31, 2014 and October 31, 2013 the Company had the following outstanding accrued liabilities due to related parties:
 
As of
 
July 31,
2014
 
 
October 31,
2013
 
Accrued salaries
 
 
161,957
 
 
 
90,808
 
Accrued interest
 
 
4,745
 
 
 
18,064
 
Accounts payable
 
 
--
 
 
 
52,432
 
Consulting fees
 
 
28,600
 
 
 
35,000
 
Total accrued liabilities
 
 
195,302
 
 
 
196,304
 
 
 
7

 
 
NOTE 3 – EQUITY

On January 14, 2014 the Company sold 510,000 shares of restricted common stock to eight individuals with a value of $0.725 per share for $369,750 in cash.

NOTE 4 – OPTIONS

The Company under its 2012 option plan issues option 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 were granted. All of the options are exercisable at a purchase price based on the last trading price of the Company’s common stock.

On November 1, 2013 the Company issued 185,000 options with an exercise price of $0.55 per share to an officer of the Company. Computed volatility of 397.88% and a discount rate of 2.65 were used in calculating the fair value of the option of $101,750.

On December 14, 2013 the Company issued 15,000 options with an exercise price of $0.85 per share to two independent directors and a consultant of the Company. Computed volatility of 371.40% and a discount rate of 2.89 were used in calculating the fair value of the option of $12,750.

On January 13, 2014 the Company issued 580,000 options with an exercise price of $0.88 per share to four officers of the Company. Computed volatility of 360.15% and a discount rate of 2.84 were used in calculating the fair value of the option of $510,400.

On May 12, 2014 the Company issued 90,000 options with an exercise price of $1.40 per share to one employee and two consultants. Computed volatility of 360.15% and a discount rate of 2.66 were used in calculating the fair value of the option of $126,000.

The Company has elected to expense the options over the life of the option as stock based compensation. The expense is calculated with a Black Scholes model to reach the fair value over the length of each option. The total value calculated for option expense above is $750,900. As of July 31, 2014 the Company expensed $235,822 for the nine months period ended July 31, 2014. The unrecognized future balance to be expensed over the term of the options is $515,077.
 
The following sets forth the options granted and outstanding as of July 31, 2014:
 
Options as of
October 31, 2013
 
 
Options Granted
 
 
Options as of
July 31, 2014
 
 
Number Exercisable
 
 
Number Exercised
 
Aggregate Intrinsic Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,055,000
 
 
870,000
 
 
3,925,000
 
 
1,996,000
 
 
--
 
$
4,052,600
 
 
8

 
 
NOTE 5 – DEFERRED REVENUE

The Company receives part of its revenue from the sale of software support. The revenue received is for one year of support from the date of the support sale. The Company defers the revenue for the future periods in which it is obligated to perform the support service. As of July 31, 2014 the Company had deferred revenue of $63,230.
 
NOTE 6 – ACCOUNTS PAYABLE

During the year to date period ending July 31, 2014 the Company negotiated payments with three vendors resulting in a gain on debt settlement of $11,982.

NOTE 7 – SUBSEQUENT EVENT
 
On August 15, 2014 the Company sold 798,500 shares of restricted common stock at $1.10 per share to 19 individuals for $878,350 in cash.

On August 22, 2014, the Company issued 275,000 options to 5 employees with exercise price of $1.20. 20% of the option will vest immediately, the additional 20% to vest on August 22 of each successive year.

On August 22, 2014, the Company issued 1,015,000 options to 2 employees with exercise price of $1.20. The option will vest on August 22, 2024. The vesting of the options may accelerate at the rate of 200,000 options for each $1,000,000 of annual audited sale above the first $1,000,000 of sales up to 815,000 options and 50,000 options for every $1,000,000 of annual audited sales up to 200,000 options.
 
 
9

 
 
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

The Company operates its business through its wholly-owned subsidiary Cogent Real-Time Systems, Inc. (Cogent). The Company has taken the existing business lines of Cogent and integrated these with Cloud based systems.

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 where requested by a client, our web based assets, this gives clients and their customers (to the extent relevant) 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 ending July 31, 2014, revenues were $209,578 and $744,925 compared to $198,801 and $601,328 for the same period in 2013, respectively. Revenue increased for the nine month period ending July 31, 2014 over the nine month period ended July 31, 2013 are the result of increased sales to customers and the addition of new customers. The Company hired two full time marketing employees to concentrate on the marketing of its software plus commenced a marketing program including channeled advertising and trade show presentations.
 
General and administrative expense increased to $458,884 and $1,264,706 for the three and nine months ended July 31, 2014 from $220,307 and $730,621 for the same period in 2013, respectively. The increase in general and administrative expenses for the nine months ended July 31, 2014 included options expensed of $235,822, compared to none in 2013, increased consulting, the opening of a new office plus added marketing expenses in the business growth.

For the three and nine month periods ending July 31, 2014 the Company posted an operating loss of $250,850 and $523,590 compared to an operation loss of $24,253 and $136,630 for the same periods in 2013, respectively. The increase in operating loss is attributable to increased expenses in consulting, salaries, and office opening expenses plus the stock based compensation booked for the option expenses of $235,822. The increase in sales offset some of the additional expense incurred during the nine month period ended July 31, 2014.

 
10

 
 
Other income and expenses for the three and nine month periods ending July 31, 2014 included expense of $2,418 and income of $4,296 for the three and nine month periods ended July 31, 2014 compared to other expense of $3,030 and other income of $76,978 for the same periods in 2013. During the nine month period ended July 31, 2014 other income was attributed to gain on the settlement of debt of $11,982 offset by interest expense of $7,686, compared to a tax refund of $86,236 offset by interest expense of $9,250 and other expense of $8 for the same period in 2013.

A net loss of $253,268 and $519,294 was recorded for the three and nine month periods ending July 31, 2014 compared to a net loss of $27,283 and $59,652 for the same periods in 2013. The loss can be attributed to added employee costs and increased marketing activity in 2014 compared to 2013.
 
LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2014, Skkynet had current assets of $486,462 and current liabilities of $419,139, resulting in working capital of $67,323 and a current ratio of 1.16:1. Accumulated deficit as of July 31, 2014 was $1,163,359 with total shareholder equity of $73,599.

Net cash used in operations for the nine months ending July 31, 2014 was $304,154 compared to net cash provided of $253,685 for the same period in 2013. Net cash used in operations increased primarily due to an increase in the net loss of $459,642, an increase in accounts payable and accrued expense of $21,072. These were offset by stock based compensation for valuing options of $235,822, decrease in accounts receivable of $7,216 and deferred revenue of $3,918.

Cash used in investing activities in the nine month periods ended July 31, 2014 and 2013 were $2,020 and $984, respectively.

Net cash provided in financing activities during the nine months ended July 31, 2014 was $330,408 compared to net cash used of $6,086 for the same period in 2013. The change was due to the sale of common stock of $369,750 offset by the reduction of notes payable to related parties of $39,342.

Our existing capital may not be sufficient to meet Skkynet‘s cash needs, however our shareholders deficit as of October 31, 2013 improved to shareholders equity of $73,599 as of July 31, 2014 and our cash on hand increased from $365,415 as of October 31, 2013 to $404,872 at quarter end of July 31, 2014. In addition our working capital increased as of July 31, 2014 to $67,323 from negative working capital of $33,396 as of October 31, 2013 or an increase of $100,719. The comparison of year end October 31, 2013 to the nine month period ended July 31, 3014 is affected by the re-classing of long term notes payable in the amount of $158,092 to short term notes payable due to their maturity date. In addition as of August 15, 2014, the Company completed a sale of common stock for $878,350 in cash.

 
11

 
 
OFF-BALANCE SHEET ARRANGEMENTS

We have no significant 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.
 
In connection with the preparation of this report, our management, under the supervision and with participation of our Principal Executive Officer and Principal Financial Officer (the “Certifying Officers”) conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2014. Based on that evaluation, our management concluded that there is a material weakness in our disclosure controls and procedures over financial reporting. The material weakness results from a lack of written procedures which effectively documents the proper procedures and descriptions of the duties of all persons involved in the disclosure controls of the Company. The Company hopes to implement plans to document the procedures and internal controls of the Company. A material weakness is a deficiency, or a combination of control deficiencies, in disclosure 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. This does not include an evaluation by the Company’s registered public accounting firm regarding the Company’s internal control over financial reporting.
 
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.
 
 
12

 
 
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 ending October 31, 2013.

ITEM 2. SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On January 14, 2014 the Company sold 510,000 shares of restricted common stock to eight individuals with a value of $0.725 per share for $369,750 in cash.
 
On August 15, 2014 the Company sold 798,500 share of restricted common stock to nineteen individuals with a value of $1.10 per share for $878,350 in cash.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY INFORMATION

None

ITEM 5. OTHER INFORMATION.

None

 
13

 
 
ITEM 6. EXHIBITS
 
EXHIBIT 31.1
 
Certification of Principal Executive Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
EXHIBIT 31.2
 
Certification of Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
EXHIBIT 32.1
 
Certification of Principal Executive Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
EXHIBIT 32.2
 
 Certification of Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS**
 
XBRL Instance Document
 
 
 
101.SCH**
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document
_____________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
 
14

 

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 10, 2014
By:
/s/ Andrew Thomas
 
 
Name:
Andrew Thomas
 
 
Title:
Chief Executive Officer (Duly Authorized, Principal Executive Officer)
 

Date: September 10, 2014
By:
/s/ Lowell Holden
 
 
Name:
Lowell Holden
 
 
Title:
Chief Financial Officer (Duly Authorized Principal Financial Officer)
 
 
 
15

skky_ex311.htm CERTIFICATION


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, Andrew Thomas, 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 omit 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: September 10, 2014
By:
/s/ Andrew Thomas
 
 
Name:
Andrew Thomas
 
 
Title:
Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
skky_ex312.htm CERTIFICATION


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 omit 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: September 10, 2014
By:
/s/ Lowell Holden
 
 
Name:
Lowell Holden
 
 
Title:
Chief Financial Officer
 
   
(Principal Financial Officer)
 
skky_ex321.htm CERTIFICATION


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 from ended July 31, 2014 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
 
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
 
 
Dated: September 10, 2014
By:
/s/ Andrew Thomas
 
 
Name:
Andrew Thomas
 
 
Title:
Chief Executive Officer
 
   
(Duly Authorized Principal Executive Officer)
 

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 CERTIFICATION


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 from ended July 31, 2014 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.
 
 
Dated: September 10, 2014
By:
/s/ Lowell Holden
 
 
Name:
Lowell Holden
 
 
Title:
Chief Financial Officer
 
   
(Duly Authorized Principal Financial Officer)
 

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.

 

 


Additional Files
FileSequenceDescriptionTypeSize
0001477932-14-004963.txt   Complete submission text file   1455310
skky-20140731.xml 6 XBRL INSTANCE DOCUMENT EX-101.INS 102328
skky-20140731.xsd 7 XBRL TAXONOMY EXTENSION SCHEMA EX-101.SCH 17223
skky-20140731_cal.xml 8 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.CAL 32415
skky-20140731_def.xml 9 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.DEF 12654
skky-20140731_lab.xml 10 XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.LAB 112614
skky-20140731_pre.xml 11 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE EX-101.PRE 74349

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