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 January 31, 2017
OR
¨ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________.
Commission File Number 000-54747
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SKKYNET CLOUD SYSTEMS INC. | |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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45-3757848 |
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(State or other jurisdiction |
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(IRS Employer |
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2233 Argentia Road Suite 306. Mississauga, Ontario, Canada L5N 2X7 | ||
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(Address of principal executive offices) | ||
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(888) 628-2028 | ||
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(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: ¨
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: ¨
Indicate by check mark whether the Company is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.
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Large accelerated filer |
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Accelerated filed |
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Non-accelerated filer |
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Smaller reporting company |
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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 March 14, 2017 there were 51,164,266 shares of Common Stock of the issuer outstanding.
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Consolidated Balance Sheets as of January 31, 2017, (Unaudited) and October 31, 2016 |
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FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are forward-looking statements. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Among the factors that could cause actual results to differ materially from the forward-looking statements are the following: the Company’s ability to obtain necessary capital, the Company’s ability to meet anticipated development timelines, the Company’s ability to protect its proprietary technology and knowhow;, the Company’s ability to establish a global market, the Company’s ability to successfully consummate future acquisitions and such other risk factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those filed with this Form 10-Q quarterly report. We disclaim any obligation 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.
CONSOLIDATED BALANCE SHEETS
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January 31, |
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October 31, |
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(Unaudited) |
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ASSETS | ||||||||
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Current Assets: |
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Cash and cash equivalents |
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$ | 166,717 |
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$ | 266,860 |
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Accounts receivable |
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200,846 |
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156,977 |
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Inventory |
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3,953 |
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4,079 |
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Prepaid |
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7,447 |
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11,492 |
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Total current assets |
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378,963 |
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439,408 |
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Property and equipment, net of accumulated depreciation of $80,300 and $78,807 respectively |
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1,458 |
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1,311 |
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Other assets |
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11,078 |
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9,352 |
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Total Assets |
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$ | 391,499 |
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$ | 450,071 |
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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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$ | 59,753 |
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$ | 59,110 |
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Accrued liabilities – related party |
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126,628 |
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49,984 |
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Deferred revenue |
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80,781 |
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94,711 |
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Total current liabilities |
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267,162 |
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203,805 |
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Total liabilities |
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267,162 |
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203,805 |
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Stockholders’ Equity: |
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Preferred stock; $0.001 par value, 5,000,000 shares authorized, 5,000 shares issued and outstanding, respectively |
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5 |
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Series B Preferred convertible stock: $0.001 par value, 500,000 share authorized, 193,661 issued and 193,661 outstanding, respectively |
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193,661 |
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193,661 |
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Common stock; $0.001 par value, 70,000,000 shares authorized, 50,931,266 and 50,931,266 shares issued and outstanding, respectively |
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50,932 |
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50,932 |
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Additional paid-in capital |
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4,314,296 |
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4,190,320 |
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Accumulative other comprehensive income (loss) |
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(75,078 | ) |
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(75,398 | ) |
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Accumulated deficit |
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(4,359,479 | ) |
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(4,113,254 | ) |
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Total shareholders’ equity |
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124,337 |
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246,266 |
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Total Liabilities and Stockholders’ Equity |
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$ | 391,499 |
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$ | 450,071 |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
| Table of Contents |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
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Three Months Ended January 31, |
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2017 |
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2016 |
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Revenue |
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$ | 285,486 |
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$ | 275,944 |
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Direct material costs |
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10,448 |
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12,315 |
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Gross Profit |
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275,038 |
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263,629 |
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Operating Expenses: |
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General & administrative |
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516,603 |
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659,482 |
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Depreciation and amortization |
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170 |
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240 |
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Loss from operations |
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(241,735 | ) |
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(396,093 | ) |
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Other Income (Expenses): |
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Other income |
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-- |
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Currency exchange |
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(4,490 | ) |
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26,894 |
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Total other income (expenses) |
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(4,490 | ) |
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26,899 |
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Net loss before taxes |
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(246,225 | ) |
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(369,194 | ) |
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Preferred dividends |
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(2,905 | ) |
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(2,905 | ) |
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Net loss to common shareholders |
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(249,130 | ) |
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(372,099 | ) |
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Foreign currency translation adjustment |
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320 |
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(6,053 | ) |
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Comprehensive (loss) |
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$ | (248,810 | ) |
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$ | (378,152 | ) |
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Net loss per common share attributable to common stockholders (basic and diluted) |
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$ | (0.00 | ) |
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$ | (0.01 | ) |
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Weighted average common shares outstanding (basic and diluted): |
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50,931,266 |
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50,795,500 |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended |
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January 31, |
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2017 |
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2016 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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$ | (246,225 | ) |
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$ | (369,194 | ) |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation and amortization expense |
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170 |
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240 |
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Option based compensation |
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123,976 |
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226,155 |
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Changes in operating assets and liabilities: |
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Increase in accounts receivable |
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(43,869 | ) |
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33,079 |
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Increase (decrease) in accounts payable and accrued expenses |
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643 |
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(20,029 | ) |
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Increase in inventory |
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126 |
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40 |
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Increase in accrued liabilities – related parties |
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76,644 |
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72,028 |
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Increase in prepaid and other assets |
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2,319 |
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(1,315 | ) |
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Increase in Deferred Income |
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(13,930 | ) |
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(4,238 | ) |
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NET CASH (USED IN) OPERATING ACTIVITIES |
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(100,146 | ) |
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(63,234 | ) |
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Effect of exchange rate changes on cash |
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(6,483 | ) |
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Net decrease in cash |
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(100,143 | ) |
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(69,717 | ) |
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Cash, beginning of period |
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266,860 |
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469,944 |
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Cash, end of period |
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166,717 |
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$ | 400,277 |
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SUPPLEMENTAL CASH FLOWS INFORMATION |
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Interest paid |
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$ | -- |
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$ | -- |
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Income taxes paid |
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$ | -- |
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$ | -- |
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The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 6 |
| Table of Contents |
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), Skkynet, Inc. (USA) and Nic Corporation (“NiC”) (Japan). 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.
On November 1, 2014, the Company acquired NiC as a wholly owned subsidiary. On February 1, 2015, the Company formed a wholly owned US subsidiary Skkynet, Inc., and a wholly owned Canadian subsidiary Skkynet Corp.
On July 30, 2015, the Company designated 500,000 shares of the preferred stock as Series B Convertible preferred. The Series B shares have a par value of $0.001 and issue value of $1.00 per share. The series B is convertible by the holder into common stock at $1.35 per share. The Company may, any time at its option, redeem the Series B shares at their stated value. The Series B preferred shares hold a 6% per annum cumulative dividend. On July 30, 2015, the Company issued 193,661 shares of Series B convertible preferred stock to three related parties in exchange for the outstanding notes payable and accrued interest of $193,661. Dividends are not paid. The Company has accounted for $2,905 in Series B dividends which increases the loss to common shareholders from $246,225 to $249,130 for the three month period ended January 31, 2017.
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, 2016 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, 2016 as reported on Form 10-K, have been omitted.
Inventory
Inventories are stated at the lower or cost of market using the first-in; first-out (FIFO) cost method of accounting. The inventory consists of switch boxes held by the Company’s subsidiary NiC programs for resale.
NOTE 2 - RELATED PARTY TRANSACTIONS
On January 1, 2012 and April 15, 2012, the Company and its subsidiary Cogent 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. In addition, the Company is accruing director compensation at the rate of $2,500 per director per month. As of January 31, 2017, the accrued liability for compensation was $126,628.
| 7 |
| Table of Contents |
As of January 31, 2017, and October 31, 2016, the Company had the following outstanding accrued liabilities due to related parties:
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January 31, |
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October 31, |
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Accrued salaries |
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$ | 39,976 |
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$ | -- |
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Director fees |
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$ | 22,500 |
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$ | -- |
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Accrued Commissions |
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$ | 59,352 |
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$ | 49.984 |
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Consulting fees |
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$ | 4,800 |
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$ | -- |
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Total accrued liabilities and accrued expense |
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$ | 126,628 |
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$ | 49,984 |
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NOTE 3 – 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 January 6, 2016, the Company issued 509,500 options with an exercise price of $1.02 per share to 14 officers, directors, employees and consultants of the Company.
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 is $2,459,889. During the three months period ended January 31, 2017, the Company expensed $123,976 for options. The unrecognized future balance to be expensed over the term of the options is $1,529,046
The following sets forth the options granted and outstanding as of January 31, 2017:
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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, 2016 |
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6,263,200 |
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0.54 |
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5.18 |
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4,308,600 |
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2,857,703 |
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Granted |
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-- |
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-- |
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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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Outstanding at January 31, 2017 |
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6,263,200 |
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0.54 |
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4.93 |
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4,585,700 |
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2,857,703 |
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| 8 |
| Table of Contents |
NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Company leases office space located at 2233 Argentia Road Suite 306 Mississauga, Ontario Canada L5N 2X7. The offices contain approximately 2,810 square feet of office space and are leased from July 1, 2014 through July 31, 2017. Under the terms of the lease, the gross monthly rental cost including common area charges is $6,700 per month. The lease terminates on July, 31, 2017. The yearly rental obligations under the lease agreement are as follows:
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2017 |
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$ | 52,746 |
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2018 |
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$ | 0 |
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2019 |
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$ | 0 |
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2020 |
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$ | 0 |
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Thereafter |
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$ | 0 |
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Total |
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$ | 52,746 |
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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 January 31, 2017, the Company had deferred revenue of $80,781.
NOTE 6 - SUBSEQUENT EVENT
On March 7, 2017, the Company entered into a purchase agreement to issue 233,000 shares of common stock to one individual at $1.10 per share with a value of $256,300 for cash.
| 9 |
| 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)”), Skkynet Corp. (“Skkynet (Canada)”), and Nic Corporation (“NiC”). 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”. We will also expand the areas of business activity to which our products and services are applied.
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 periods ending January 31, 2017, revenues were $285,486 compared to $275,944 for the same period in 2016. Revenue increased for the three month period ending January 31, 2017 over the three month period ended January 31, 2016 by 3.4%. The increase in revenue for the three month period ended January 31, 2017 is attributed slightly higher sales by the Cogent division on an international basis with the products of the Company.
General and administrative expense was $516,603 for the three month period ended January 31, 2017 compared to $632,588 for the same period in 2016. The decrease in general and administrative expenses for the three month period ended January 31, 2017, was a result of options expensed of $123,976 compared to $226,155 in 2016, which accounted for most of the decreased G&A expenses in 2017 versus 2016.
For the three month period ending January 31, 2017, the Company posted an operating loss of $241,735 compared to an operating loss of $396,093 for the same period in 2016. The decrease in operating loss during the three month period is attributable to decreased expenses in consulting, salaries, and office expenses, plus slightly higher revenue for the same period in 2017 over 2016.
| 10 |
| Table of Contents |
Other income and expenses for the three month period ending January 31, 2017, was other expense of $4,490 compared to other income of $26,899 in the same period in 2016.
Net loss of $246,225 was recorded for the three month periods ending January 31, 2017, compared to a net loss of $369,194 for the same periods in 2016. The lower loss for the three month period in 2017 can be attributed to increased revenue and lower marketing and general and administrative expenses in 2017 compared to 2016.
The Company incurred a comprehensive loss of $248,810 for the three month period ended January 31, 2017 compared to a comprehensive loss of $378,152 for the same period in 2016. The comprehensive loss is an adjustment to net loss with accrued preferred stock dividends and foreign currency translation adjustments taken into account.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2017, Skkynet had current assets of $378,963 and current liabilities of $276,162, resulting in working capital of $102,801. Accumulated deficit, as of January 31, 2017, was $4,359,479 with total shareholders’ equity of $124,337.
Net cash used in operations for the three months ending January 31, 2017, was $100,146 compared to net cash used of $63,234 for the same period in 2016. Net cash used in operations increased primarily due to the decrease in option expense of $102,178 in 2017 over 2016 and accounts payable change of $20,672. This is offset by accrued liabilities to related parties increasing by $4,616, increase in deferred revenue of $9,692 and an increase in accounts receivable of $77,948.
Net cash used in investing activities and net cash provided from financing activities, during the three months ended January 31, 2017 and the same period in 2016 was zero
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.
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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 January 31, 2017,. 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.
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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.
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, 2016.
ITEM 2: SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 7, 2017, the Company entered into a purchase agreement to issue 233,000 shares of common stock to one individual at $1.10 per share with a value of $256,300 for cash.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: MINE SAFETY INFORMATION
None.
None.
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101.INS |
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XBRL Instance Document |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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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. | |||
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Date March 14, 2017 |
By: |
/s/ Andrew Thomas |
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Andrew Thomas Chief Executive Officer (Duly Authorized, Principal Executive Officer) |
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| By: |
/s/ Lowell Holden |
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Lowell Holden Chief Financial Officer (Duly Authorized Principal Financial Officer) |
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