UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SKKYNET CLOUD SYSTEMS, INC.

(Exact Name of Small Business Issuer in its Charter)

20 Bay Street –Nevada

(State or other jurisdiction of incorporation or organization)

7372 

 (Primary Standard Industrial Classification Code Number)

45-3757848

(I.R.S. Employer Identification Number)

2233 Argentia Road, Suite 1100306

Toronto, OntarioMississauga, ON

Canada M5J 2N8L5N 2X7

(855) 755-9638(888) 702-7851

(Address and Telephone Numbertelephone number of Registrant’s Principalregistrant’s principal

Executive Officesexecutive offices and Principal Placeprincipal place of Business)business)

Resident Agency National, Incorporated

377 S. Nevada Street

Carson City, Nevada 89703-4290

 (Name, Address(Name, address and Telephone Numbertelephone number of Agentagent for Service)service)

Communication Copies of communications to:

FoxOdom Law Offices, P.A.Group, APLC

561 NE Zebrina SendaClaudia J. McDowell, Esq.

Jensen Beach, Florida24801 Pico Canyon Blvd. Suite 300

(772) 225-6435Stevenson Ranch, CA 91381

(661) 367-1699

From time to time after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933, please check the following box and list the Securities Act registrationRegistration Statement number of the earlier effective registration statementRegistration Statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, of 1933, check the following box and list the Securities Act registration statementRegistration Statement number of the earlier effective registration statementRegistration Statement for the same offering. o☐

If this Formdelivery of the prospectus is a post-effective amendment filedexpected to be made pursuant to Rule 462(d) under the Securities Act of 1933,424, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. obox. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

(1) InIf an emerging growth company, indicate by checkmark if the event of a stock split, stock dividend,registrant has not elected to use the extended transition period for complying with any new or similar transaction involving the common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuablerevised financial accounting standards provided pursuant to Rule 416 underSection 7(a)(2)(B) of the Securities Act. The amount of shares to be registered represents the Company’s good faith estimate of the number of shares to be offered by certain selling security holders of the Company’s common stock.☐

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).  Our common stock is not currently trading on any national exchange. Therefore, in accordance with Rule 457, the offering price of $0.10 was determined by the price shares of common stock that we sold in a Regulation S offering that closed in March 2012. The price of $0.10 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices.

(3)Represents shares of common stock currently outstanding to be sold by the selling security holders.

The registrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with section 8(a)8(A) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a)8(A), may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL --, 2012

SKKYNET CLOUD SYSTEMS, INC.

9,334,0007,996,400 shares of Common Stock

This prospectus coversrelates to the offerconversion and resale of up to: (i) (ii) 7,996,400 shares of Common Stock underlying that certain common stock purchase options (the “Options”) issued to the Selling Security Holders which the Selling Security Holders may exercise at $0.001 to $0.64 per option exercised.

We will not receive any of the proceeds from the sale of up to 9,334,000the Common Stock by the Selling Security Holders; however, we will receive the proceeds from any options exercised as described herein.

The Selling Security Holders identified in this prospectus may offer the shares of our common stockCommon Stock from time to time by the selling security holders named in this prospectus.  The shares of common stock covered by this prospectus are shares that are held, beneficially and of record, by the selling security holders.  We are not offering any shares of common stock.  The selling security holders will receive all of the net proceeds from sales of the common stock covered by this prospectus.

Our common stock is presently not traded on any national marketthrough public or securities exchange or in the over-the-counter market.  The sales price to the public of the shares of our common stock offered by the selling security holders under this prospectus is fixedprivate transactions at $0.10 per share until such time as our common stock is quoted on the Over-The-Counter (OTC) Bulletin Board. Although we intend to request a registered broker-dealer to apply to the Financial Industry Regulatory Authority to have our common stock eligible for quotation on the OTC Bulletin Board, public trading of our common stock may never occur or, even if it occurs, trading may not be sustained. If our common stock is quoted on the OTC Bulletin Board, then the sale price to the public will vary according to prevailing market prices or at privately negotiated prices by the selling security holders.  To the best of our knowledge,prices. The Selling Security Holders can offer all, some or none of the selling security holders are broker-dealers, underwriters or affiliates thereof.

As of  April 18, 2012, we had 49,334,000their shares of common stock issued and outstanding.

INVESTING IN OUR SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Common Stock; thus we have no way of determining the number of shares of Common Stock they will hold after this offering. See “Plan of Distribution.”

Our officesCommon Stock is currently quoted on the OTCQB under the symbol “SKKY”. On February 14, 2022, the last reported sale price of our Common Stock on the OTCQB was $0.30.

The Selling Security Holders are located at 20 Bay Street — Suite 1100, Toronto, Ontario,Canada M5J 2N8. Our telephone number is(855) 755-9638“underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act���).  Our web site, to be created, will be www.skkynet.com. 

We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have not authorized anyone,elected to comply with certain reduced public company reporting requirements for this and future filings.

Investing in our Common Stock involves a high degree of risk. You should carefully review the selling security holders have not authorized anyone, to provide any information or to make any representations other than those contained inrisks and uncertainties described under the heading “Risk Factors” beginning on page 7 of this prospectus, orand under similar headings in any free writing prospectuses we have prepared. Weamendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the selling security holders take no responsibility for, and can provide no assurance asadequacy or accuracy of this prospectus. Any representation to the reliabilitycontrary is a criminal offense.

The date of any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

__

TABLE OF CONTENTS

About This Prospectus

In this prospectus, unless the context otherwise requires, we refer to (i) Skkynet Cloud Systems, Inc. as “Skkynet,” “we,” “us,” “our” or the “Company” and (ii) to Cogent Real-Time Systems, Inc. as “Cogent” or our “subsidiary.” We also use a variety of acronyms that are related to the industry in which we operate that are defined in the prospectus as they are introduced for the first time.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any other personsale of securities.

ABOUT THIS PROSPECTUS

The registration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference” before making your investment decision.

You should rely only on the information provided in this prospectus or in any prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Security Holders, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. For furtherYou should assume that the information please see the section ofin this prospectus entitled “Where You Can Find More Information.” The selling security holdersis accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date.

Neither we, nor the Selling Security Holders, are not making an offeroffering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. Neither we, nor the Selling Security Holders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.

You shouldInformation contained in, and that can be accessed through, our web site, skkynet.com, does not assumeconstitute part of this prospectus.

This prospectus includes market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by our management on the information appearingbasis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management’s knowledge of such industries has been developed through its experience and participation in these industries. While our management believes the third-party sources referred to in this prospectus is accurate as ofare reliable, neither we nor our management have independently verified any date other than the date on the front cover of this prospectus, regardless of the time of delivery ofdata from such sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources. Internally prepared and third-party market forecasts in particular are estimates only and may be inaccurate, especially over long periods of time. In addition, the underwriters have not independently verified any sale of a security. Our business, financial condition, resultsthe industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management. Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of operations and prospects may have changed since those dates.the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this prospectus.

PROSPECTUS SUMMARY

This summary highlights important features of this offering and the information includedcontained elsewhere in this prospectus. This summaryprospectus; it does not contain all of the information that you should consider before investing in our securities.Common Stock. You should read the entire prospectus before making an investment decision. Throughout this prospectus, carefully as it contains important information you should consider when making your investment decision. See “Risk Factors.the terms the “Company”, “Skkynet”, “we,” “us,” “our,” and “our company” refer to Skkynet Cloud Systems, Inc., a Nevada corporation.

Company Overview

Skkynet Cloud Systems, Inc.

We areis a newly formed company focused on (i) the application of certain data acquisition and data control processes we currently exploit and deploy primarilyNevada corporation headquartered in coordinating and supervising manufacturing and financial services programs used in a network to the Cloud, (ii) the continued growth and development of our existing business defined as focusing on providing connectivity and data acquisition to a wide variety of industrial and office hardware and software products, and then making that data available over a network using industry-standard protocols, and (iii) the subsequent development, financing, marketing, licensing, and operation of both lines of business.

All our existing business is conductedMississauga, Canada. Skkynet operates through ourits wholly-owned subsidiarysubsidiaries: Cogent Real-Time Systems, Inc. (“Cogent”), Skkynet, Inc. (“Skkynet (USA)”), Skkynet Corp. (“Skkynet (Canada)”). Skkynet was established to enhance Cogent’s existing business lines through the integration of cloud-based systems (“Cloud”), and to deliver a corporation formed underSoftware-as-a-Service (“SaaS”) product targeting the lawsIndustrial Internet of Things (“IoT”) market, now referred to by the Province of Ontario.terms “Industry 4.0” and “Industrial Internet Consortium”. We acquired 100% ownership of Cogent through an exchange of restricted shares of our common stock for all ofwill also expand the issued and outstanding shares of Cogent in March, 2012. See “Business-Acquisition of Cogent.”

Ownership of Skkynet

We currently have 49,334,000 shares of our common stock issued and outstanding. Thirty million (30,000,000) shares of our common stock, representing sixty percent (60.80%) of all of our issued and outstanding shares, are owned respectively, by Sakura Software Inc. (21,702,000 shares representing 43.98% of the shares of common stock) and Benford Consultancy Inc. (8,298,000 shares representing 16.82% of the shares of common stock). Mr. Andrew S. Thomas, President of Cogent, our operating subsidiary, owns all of the issued and outstanding shares of Sakura Software, and Mr. Paul Benford, Business Manager of Cogent, owns all of the issued and outstanding shares of Benford Consultancy. Messrs. Thomas and Benford also serve respectively, as our CEO and Chairman of our Board of Directors, and the Chief Operating Officer and a member of our board of directors. There is no voting agreement or any other understanding in place between Messrs. Thomas and Benford with respect to the voting of their shares of the Company.

In addition, Sakura Software and Benford Consultancy are the holders of 5000 shares of the Company’s Series A Preferred stock under which (i) they are entitled to elect a majority of our Board of Directors until December 31, 2016 and (ii) they vote together with the holders of shares of common stock on all matters presented to the stockholders at the rate of 100 votes for each share of Series A Preferred. See “Risk Factors” and “Security Ownership of Certain Beneficial Owners and Management.”

Acquisition of Cogent

In March 2012, we completed the acquisition of all of the issued and outstanding shares of common stock of Cogent from Sakura Software Inc. and Benford Consultancy Inc. in exchange for a total of thirty million (30,000,000) restricted shares of our common stock, as a result of which Cogent became our wholly-owned subsidiary. At the acquisition closing, Cogent’s business consisted primarily of providing connectivity and data acquisition to a wide variety of industrial and office hardware and software products, and then making that data available over a network using industry-standard protocols. Cogent currently markets its products and services primarily to manufacturers in industrial processes and financial services companies. Cogent had approximately $720,000 in annual revenues from its operations for its fiscal year ended October 31, 2011.

Company Business

Our current and anticipated linesareas of business are and will be conducted throughactivity to which our subsidiary Cogent. Cogent will continue to operate and expand its on-going business as our subsidiary. In addition, Cogent will create a series of potential new uses for its current products by marrying these products to the area of “Cloud” computing. Among the various opportunities presented by the deployment and expansion of our existing products and services are the following prospective lines of business:Embedded Products,Fleet Tracking,Energy Usage Monitoring and Control including applications to Wind power, Solar power, Agriculture and Original Equipment Manufacturer (“OEM”) Software. The exploitation of these opportunities will depend upon a variety of factors including importantly obtaining funding for each opportunity, availability of marketing and contract relationships, and creation and growth of markets in these sectors. See “Risk Factors” and “BUSINESS.”applied.

Financing of Ongoing and New Business Financing 

Where You Can Find Us

We intend to fund our ongoing and immediate future activitiesThe Company principal office is located at 2233 Argentia Road, Suite 306, Mississauga, Ontario, Canada L5N 2X7. The offices are leased from current revenues. However, we will require funds from other sourcesAugust 1, 2017 through July 31, 2022. The lease is for approximately 2,210 square feet of office space with a gross monthly rental cost including common area charges of $4,097.

Current Business

Skkynet is a Nevada corporation headquartered in order to expand our existing business and to launch opportunities to exploit the software in the prospectiveMississauga, Canada. Skkynet operates three different lines of business we have identified. To the extent we do not have funds for one or more of thesethrough its wholly-owned subsidiaries: Cogent Real-Time Systems, Inc. (“Cogent”), Skkynet, Inc. (“Skkynet (USA)”), Skkynet Corp. (“Skkynet (Canada)”). Skkynet was established to enhance Cogent’s existing business applications, we will not be able to develop that market sector until funds become available. We intend to finance our business through a combination of use of revenues from ongoing operations of our subsidiary, periodic private sales of our common stock and institutional funding. There can be no assurance we will be successful in raising the funds required in the amounts and at the times needed, or that conditions imposed in connection with any funding may not be restrictive.

Business Revenues

We anticipate generating revenues from the on-going operations of Cogent in a gross amount of approximately $1,000,000 for the fiscal year ending October 31, 2012. See “BUSINESS.”

Principal Executive Offices

Our principal executive offices are located at 20 Bay Street –Suite 1100, Toronto,OntarioCanada M5J 2N8. Our telephone number is(855) 755-9638.  Our web site, to be created, will be www.skkynet.com however, it is not accessible yet. When our web site is created, the information that will appear on our website is not incorporated by reference into this prospectus and should not be relied upon with respect to this offering. We also maintain an existing web site for Cogent, www.cogentdatahub.com and the information on that web site is not incorporated in this prospectus and should not be relied upon with respect to this offering.

The Offering

Risk Factors

SUMMARY FINANCIAL DATA

Summary Financial Information

The following financial information summarizes the more complete historical financial information included elsewhere in this prospectus.

The assets of the Company consist of $136,296 in cash, accounts receivable of $105,882 and other assets of $862. Revenues were $718,840 with cost of goods of $3,053 leaving a gross margin of $715,787. Depreciation was $1,814 with general and administrative costs of $1,096,928. Other income and expense totaled $28,200 consisting of other income of $1,105 and bad debt reserve of $29,305. Net loss for the year ended October 31, 2011 was $411,155.

The following includes the financial information for the period from November 1, 2011lines through the quarter ending January 31, 2012 (unaudited)

Forintegration of cloud-based systems (“Cloud”), and to deliver a Software-as-a-Service (“SaaS”) product targeting the period from November 1, 2010 through January 31, 2012Industrial Internet of Things (“IoT”) market, now referred to by the assetsterms “Industry 4.0” and “Industrial Internet Consortium”. We will also expand the areas of the Company consists of $131,410 in cash, accounts receivable of $92,912 and other assets of $845. Revenues were $903,572 with cost of goods of $5,303 leaving a gross margin of $898,269. Depreciation was $2,227 with general and administrative costs of $1,286,157. Other income and expense totaled $28,200 consisting of other income of $1,105 and bad debt reserve of $29,305. Net loss for the period of November 1, 2011business activity to January 31, 2012 was $420,365.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Various statements in this prospectus, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of our business activities, our revenues, income and capital spending. We generally identify forward-looking statements with the words “believe,” “intend,” “expect,” “seek,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project” or their negatives, and other similar expressions. All statements we make relating to our estimated timelines and commencement of operations, and our projected earnings, costs, expenditures, cash flows, and financial results or to our expectations regarding future industry trends are forward-looking statements.

These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. The forward-looking statements contained in this prospectus are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. In addition, management's assumptions about future events may prove to be inaccurate. We caution all readers that the forward-looking statements contained in this prospectus are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the numerous risks and uncertainties as described under “Risk Factors” and elsewhere in this prospectus.

All forward-looking statements are based upon information available to us on the date of this prospectus. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties associated with our forward-looking statements relate to, among other matters, the following:

SUMMARY FINANCIAL DATA

Statement of Operations Data:

Balance Sheet Data:

RISK FACTORS

Investing inAn investment our common stockCommon Stock is highly speculative and involves a high degree of risk. YouThe risk factors described below summarize some of the material risks inherent in an investment in us. These risk factors are not presented in any particular order of significance. Each prospective investor should carefully consider the risks described belowfollowing risk factors inherent in and affecting our business and the Offering before making an investment decision. You should also refer to the other information set forth in this prospectus including our consolidated financial statements and to the related notes, before making a decision to investrisk factors in our common stock. If any of such risks actually occur, our business, operating results, financial condition or growth prospects could be materially adversely affected. In those cases, the trading price of our common stock could decline and you may lose all or part of your investment.SEC filings.

Risks Related to Our Business and Industry

Risks Related to Our Business and Industry

Our accountants havehad issued a “going concern” opinion with regard to our continuing ability to operate.

In its report dated March 30, 2012,the audited reports for the years ended October 2011,2012,and 2013 the independent registered public accounting firm for the Company stated thatissued a going concern footnote based on the financial statements forCompany’s losses and negative cash flows. Since the yearyears ended October 31, 2011 were prepared assuming that we would continue as a going concern. Our ability to continue as2014 through October 31, 2021 the independent accounting firm for the Company has not issued a going concern is an issue raised as a result of cash flow constraints, an accumulated deficit of $196,612 as of October 31, 2011 and a loss from operations of $411,155 at October 31, 2011. Unless there is profitability and increases in stockholders’ equity, these conditions raise doubt as to our ability to continue as a going concern. The October 31, 2011 financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Our ability to continue as a going concern is subjectstatement due to the abilitygrowth in positive cash flows along with lower net losses attributed to generate a profit from current and new activities and/or obtain necessary funding from outside sources, including additional funds fromnon-cash items plus the sale of our securities or loans from financial institutions/individuals where possible. The continued operating losses and stockholders' deficit increases the difficultyincreased growth in meeting such goals and there can be no assurances that such methods will prove successful, or that these funds will be available at the times, on the conditions or in the amounts required.revenue.

We willmay require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We willmay require additional funds to respond to business challenges, including the need to develop new features and platforms, enhance our existing products and services, improve our operating infrastructure and increase our sales, marketing and programming personnel. Accordingly, we willmay need to engage in equity or debt financings to secure additional funds. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

COVID 19 Factors

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans, and quarantine. This may limit access to our, suppliers, management, support staff and professional advisors. Although the Company’s operations are virtual, we depend on numerous third party consultants and contract suppliers so we cannot measure the impact on our operations or financial condition at this point in time.

Industry and Competition

We will continueface competition from several vendors who offer products similar to ours in the industrial automation space. Many of these competitors have resources and revenues larger than ours; however, our software is compatible with their products, making it common for a customer to install software from both us and our competition in the same system. We are not aware of direct competition for our products in the financial services sector. Two companies, Tibco Software, Inc. and Lightstreamer Srl, provide software that overlaps with some of the capabilities of our software; however, to our knowledge the Cogent DataHub® and Vine™ are the only products that provides real-time, bi-directional data links between Excel spreadsheets over the Internet or on a network. There are also a number of large industrial automation vendors who offer SCADA systems to their clients. Examples include Siemens, ABB, Emerson Process Management, Rockwell Automation, Honeywell Process Solutions, Schneider Electric (AVEVA), GE Invensys and PTC. We view these companies and others performing similar services as potential competitors inasmuch as they have resources to link their SCADA functions to a Cloud based system; however, we are not currently aware that any vendor is doing so yet. Since these companies already have an installed base of SCADA customers whose systems can be easily connected to our software, these companies also represent an opportunity for joint sales or OEM licensing. A number of these companies are already our customers, and two are official partners (Siemens and AVEVA/Schneider).

There do not currently appear to be controlled by twoCloud system companies organized for the purpose of hosting real-time industrial data and connectivity. One company, LogMeIn, Inc. (previously Pachube and then Cosm Ltd.), is providing Cloud storage services branded under Xively™ for sensor data, but we do not regard them as competitive due to their focus on storage rather than real-time collection and distribution. Cloud infrastructure companies such as Amazon (AWS), Microsoft (Azure) and Google offer pre-configured applications or computing platforms for remotely hosting a customer’s IT activities. Their primary purpose is to provide the computing substrate for the customer’s applications. As such, these companies, as presently operated, act as suppliers of computing resources to us, not as competition. For instance, we recently became a Microsoft Partner, as we released a version of our stockholders afterDataHub® product that is available directly from Microsoft’s Azure marketplace website.

As we release new versions of our products, they will include new features that may result in some or all of the completionabove-listed companies becoming more direct competition. We cannot measure in advance the impact this may have on our sales.

Risks Relating to Our Common Stock

We intend to take advantage of this offering,the disclosure requirements of the JOBS Act provided for emerging growth companies including not providing all the accounting disclosure that other companies will be required to provide which may limit an investor’s ability to compare our financial statements with other companies.

Under the JOBS Act, we can elect to not comply with new or revised accounting standards which will limit yourallow us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. This could affect an investor’s ability to influence corporate activitiesevaluate our financial statements compared to other public companies. In addition to the financial statements, the JOBS Act along with being a “Smaller Reporting Company” allows us to provide less disclosure on certain issues such as executive compensation as other companies which could affect an investor’s ability to compare us to other companies.

The Company’s stock price may be volatile.

The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Company’s control, including the following:

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of ourthe Company’s common stock.

Upon completion ofWe may in the offering, twofuture issue additional shares of our stockholders, Sakura Software (43.98%)common stock which would reduce investors’ ownership interests in the Company and Benford Consultancy (16.82%) will own a totalwhich may dilute our share value.

Our Articles of 60.80%Incorporation authorizes the issuance of our issued and outstanding70,000,000 shares of common stock. Sakurastock, par value $0.001 per share and Benford, in turn, are 100% owned respectively, by Messrs. Andrew S. Thomas and Paul Benford, who are respectively, CEO and COO5,000,000 shares of preferred stock, $0.001 par value. The future issuance of all or part of our Company andremaining authorized common stock may result in substantial dilution in the percentage of our subsidiary, Cogent. There is no voting agreementcommon stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other understanding in place between Messrs. Thomas and Benford or their corporate entities. Nevertheless, as a result of this ownership, these two stockholders will have effective control over the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our articles of incorporation and bylaws and approval of a sale of the company and other significant corporate transactions. These stockholders can also take actions thatmay have the effect of delaying or preventing a change in controldiluting the value of us or discouraging others from making tender offersthe shares held by our investors and might have an adverse effect on any trading market for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them.

Under the terms of a class of Series A Preferred shares of our Company, our CEO and our COO will have the right to elect a majority of the Board of Directors for a period of four years until December 31, 2016

We have created a class of Series A Preferred stock, 5,000 shares of which have been issued to Sakura Software and Benford Consultancy, which in turn are 100% owned respectively, by Andrew S. Thomas, our Chairman and CEO, and Paul Benford, our COO. The Series A Preferred voting as a separate class have the right to elect a majority of our Board of Directors until December 31, 2016. In addition, each such share has the right to vote together with the common stockholders on all other matters presented to a vote, with each such Series A Preferred having 100 votes. Therefore, in addition to their indirect ownership of 43.98% (Thomas) and 16.82% (Benford) of our issued and outstanding shares of common stock, Thomas and Benford will control the election of a majority of the Board of Directors for the next four years.

Our financial results may fluctuate due to various factors, some of which may be beyond our control.

There are a number of factors that may cause our financial results to fluctuate from period to period, including:

In light of the foregoing factors, we believe that our financial results, including our revenue levels, may vary significantly from period-to-period.

The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, or at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. Forecasts relating to the expected growth in the IT market generally, the growth of public cloud services generally and the adoption of cloud services for industrial middleware markets may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts included in this prospectus should not be taken as indicative of our future growth.

Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our operating results.

Our operating results may vary based on the impact of changes in our industry or the global economy on us or our clients. The revenue growth and potential profitability of our business depends on demand for enterprise application software and services generally and for control supervisory processes in particular. We sell our solution primarily to large and mid-sized organizations whose businesses fluctuate based on general economic and business conditions. To the extent that weak economic conditions cause our clients and potential clients to freeze, demand for our products and services may be negatively affected. Historically, economic downturns have resulted in overall reductions in spending on information technology. If economic conditions do not materially improve, our clients and potential clients may elect to decrease their information technology budgets by deferring or reconsidering product purchases, which would limit our ability to grow our business and negatively affect our operating results.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The market for software similar to our own is highly competitive, rapidly evolving and fragmented. Many of our competitors and potential competitors are larger and have greater brand name recognition, much longer operating histories, larger marketing budgets and significantly greater resources than we do, and, with the introduction of new technologies and market entrants, we expect competition to intensify in the future. If we fail to compete effectively, our business will be harmed. Some of our principal competitors offer their products or services at a lower price, which has resulted in pricing pressures. Similarly, some competitors offer different billing terms which may result pressures on our billing terms. If we are unable to maintain our pricing levels and our billing terms, our operating results would be negatively impacted.

Many of our competitors are able to devote greater resources to the development, promotion and sale of their products and services. Moreover, many software vendors could bundle similar products or offer such products at a lower price as part of a larger product sale. In addition, some competitors may offer software that addresses one, or a limited number, of functions at a lower price point or with greater depth than our solution. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or client requirements. Further, some potential clients, particularly large enterprises, may elect to develop their own internal solutions. For all of these reasons, we may not be able to compete successfully against our current and future competitors.

Security breaches may hurt our business.

Our solution involves the storage and transmission of clients’ proprietary and confidential information over the Internet, and security breaches, unauthorized access, unauthorized usage, virus or similar breach or disruption could result in loss of this information, damage to our reputation, early termination of our contracts, litigation, regulatory investigations or other liabilities. If our security measures are breached as a result of third-party action, employee error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to client data, our reputation will be damaged, our business may suffer and we could incur significant liability. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose sales and clients. Moreover, if a high profile security breach occurs with respect to another provider, our clients and potential clients may lose trust in the security of the business model generally, which could adversely impact our ability to retain existing clients or attract new ones.

Any significant disruption in our hosting network infrastructure could harm our reputation, require us to provide credits or refunds, result in early termination of a client agreement or a loss of clients, and adversely affect our business.

Our hosting network infrastructure is an optional part of our business operations. Although we have notexperienceddisruptions in our computing and communications infrastructure heretofore, we may experience them in the future. Factors that may cause such disruptions include:

Our growth depends in part on the success of our strategic relationships with third parties.

We anticipate that we will continue to depend on various third-party relationships in order to grow our business. In addition to growing our indirect sales channels, we intend to pursue additional relationships with other third parties, such as technology providers, distributors and foreign consultants and strategic partners. Identifying, negotiating and documenting relationships with third parties require significant time and resources as does integrating third-party content and technology. Our agreements with distributors and providers of technology, content and consulting services are typically non-exclusive, do not prohibit them from working with our competitors or from offering competing services. Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to our solution. In addition, these distributors and providers may not perform as expected under our agreements, and we may in the future have, disagreements or disputes with such distributors and providers, which could negatively affect our brand and reputation. A global economic slowdown could also adversely affect the businesses of our distributors, and it is possible that they may not be able to devote the resources we expect to the relationship.

If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results would suffer. Even if we are successful, we cannot assure you that these relationships will result in improved operating results.

Failure to effectively expand our direct sales teams and develop and expand our indirect sales channel will impede our growth.

We will need to expand our sales and marketing infrastructure in order to grow our client base and our business. Subject to our receipt of the requisite funding, we plan to significantly expand our direct sales teams and engage additional third-party distributors, both domestically and internationally. Identifying, recruiting and training these people and entities will require significant time, expense and attention. Our business will be seriously harmed and our financial resources will be wasted if our efforts to expand our direct and indirect sales channels do not generate a corresponding increase in revenue. In particular, if we are unable to hire, develop and retain talented sales personnel or if our new direct sales personnel are unable to achieve expected productivity levels in a reasonable period of time, we may not be able to significantly increase our revenue and grow our business.

If we fail to retain key employees and recruit qualified technical and sales personnel, our business could be harmed.

We believe that our success depends on the continued employment of our senior management and other key employees, such as our chief executive officer and chief operating officer. In addition, because our future success is dependent on our ability to continue to enhance and introduce new software and services, we are heavily dependent on our ability to attract and retain qualified software programmers and systems engineers with the requisite education, background and industry experience. As we expand our business, our continued success will also depend, in part, on our ability to attract and retain qualified sales, marketing and operational personnel capable of supporting a larger and more diverse client base.

Evolving regulation of the Internet or changes in the infrastructure underlying the Internet may adversely affect our financial condition by increasing our expenditures and causing client dissatisfaction.

As Internet commerce continues to evolve, regulation by federal, state or foreign agencies may increase. We are particularly sensitive to these risks because the Internet is a critical component of our business model. In addition, taxation of services provided over the Internet or other charges imposed by government agencies or by private organizations for accessing the Internet may also be imposed. Legislation has been proposed that may impact the way that Internet service providers treat Internet traffic. The outcome of such proposals is uncertain but certain outcomes may negatively impact our business or increase our operating costs. Any regulation imposing greater fees for Internet use or restricting information exchanged over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business.

In addition, the rapid and continual growth of traffic on the Internet has resulted at times in slow connection and download speeds among Internet users. Our business expansion may be harmed if the Internet infrastructure cannot handle our clients’ demands or if hosting capacity becomes insufficient. If our clients become frustrated with the speed at which they can utilize our products and services over the Internet, our clients may discontinue the use of our software solution and choose not to renew their contracts with us.

Even if demand for our kind of products and services increases generally, there is no guarantee that demand for solutions like ours will increase to a corresponding degree.

The widespread adoption of our solution depends not only on strong demand for Cloud based industrial middleware and financial services products and services generally, but also for products and services delivered via our business model in particular. There are still a significant number of organizations that have not adopted the functions represented by our products and services at all, and it is unclear whether such organizations ever will adopt such functions and, if they do, whether they will desire a solution like ours. As a result, we cannot assure you that our products and services will achieve and sustain the high level of market acceptance that is critical for the success of our business.

If for any reason we are not able to develop enhancements and new features, keep pace with technological developments or respond to future disruptive technologies, our business will be harmed.

Our future success will depend on our ability to adapt and innovate. To attract new clients and increase revenue from existing clients, we will need to enhance and improve our existing products and services and introduce new features. The success of any enhancement or new feature depends on several factors, including timely completion, introduction and market acceptance. If we are unable to successfully develop or acquire new features or platforms or enhance our existing solution to meet client needs, our business and operating results will be adversely affected.

In addition, because our solution is designed to operate on a variety of network, hardware and software platforms using Internet tools and protocols, we will need to continuously modify and enhance our solution to keep pace with changes in Internet-related hardware, software, communication, browser and database technologies. If we are unable to respond in a timely and cost-effective manner to these rapid technological developments, our solution may become less marketable and less competitive or obsolete and our operating results may be negatively impacted.

Finally, our ability to grow is subject to the risk of future technologies. If new technologies emerge that are able to deliver products and services similar to our own at lower prices, more efficiently or more conveniently, such technologies could adversely impact our ability to compete.

If we fail to adequately protect our proprietary rights, our competitive advantage could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our success is dependent, in part, upon protecting the intellectual property we license from an off-shore entity. We rely on a combination of patents and patent pending applications, copyrights, trademarks, trade secret laws and contractual restrictions to establish and protect our proprietary rights in our products and services. However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create products and services that compete with ours. Some license provisions protecting against unauthorized use, copying, transfer and disclosure of our licensed products may be unenforceable under the laws of certain jurisdictions and foreign countries. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying and use of our products and proprietary information may increase.

We enter into confidentiality and invention assignment agreements with our employees and consultants and, to the maximum extent possible, enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances. No assurance can be given that these agreements will be effective in controlling access to and distribution of our products and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our solution.

We have a license agreement for the technology we use in our products and services, but our right to use the technology depends upon the continuation of the license agreement with our licensor.

We have a royalty-free license to use all of our intellectual property in perpetuity from an affiliated off-shore company that owns all of the intellectual property. Nevertheless, there are circumstances in which our licensor is permitted to terminate our license agreement and retrieve its intellectual property. These circumstances include our failure to defend infringement actions, prosecute pending and new patent and other IP applications vigorously, reimburse our licensor for certain categories of costs and expenses including insurance, litigation fees, filing fees, and indemnify our licensor against all claims arising out of our use of the intellectual property regardless of by whom such claims may be asserted. In addition, the license agreement terminates in the event we suffer certain economic adverse experiences such as a bankruptcy. The termination of our license agreement would result in our inability to conduct our business.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could seriously harm our brand and adversely impact our business.

We may be sued by third parties for alleged infringement of their proprietary rights.

Our subsidiary Cogent has been in operation for 16 years and has never been the subject of a litigation claim for infringement or other violations of anyone’s intellectual property. Nevertheless, there is considerable patent and other intellectual property development activity in our industry. Our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. We have and may in the future obtain licenses from third parties to forestall or settle any potential claims of alleged infringement of our products and technology upon the intellectual property rights of others. Discussions and negotiations with such third parties, whether successful or unsuccessful, could result in substantial costs and diversion of management resources, either of which could seriously harm our business.stock.

In the future, we may receive claims that our productsthe Company might authorize a class of preferred stock with rights and technology infringe or violate the claimant’s intellectual property rights. However, we may be unawarepreferences superior to those of the intellectual propertycommon stockholders and which might contain provisions giving them priority over the rights of others that may cover some or all of our technology or products. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our clients or distributors in connection with any such litigation and to obtain licenses, modify products, or refund fees, which could further exhaust our resources. In addition, we may pay substantial settlement costs which could include royalty payments in connection with any such litigation and to obtain licenses, modify products, or refund fees, which could further exhaust our resources. Furthermore, we may pay substantial settlement costs which could include royalty payments in connection with any claim or litigation, whether or not successfully asserted against us. Even if we were to prevail, any litigation regarding our intellectual property could be costly and time consuming and divert the attention of our management and key personnel from our business operations.

Our results of operations may be adversely affected if we are subject to a protracted infringement claim or a claim that results in a significant damage award.

We expect that software product developers will increasingly be subject to infringement claims as the number of products and competitors grows and the functionality of products in different industry segments overlaps. Our competitors or other third parties may challenge the validity or scope of our intellectual property rights. A claim may also be made relating to technology that we acquire or license from third parties. If we were subject to a claim of infringement, regardless of the merit of the claim or our defenses, the claim could:

Risks Related to this Offering and our Common Stock

Our common stock is subject to the penny stock regulations that impose restrictions on the marketability of our common stock. As a consequence, the ability of our stockholders to sell shares of our common stock could be impaired.

The Securities and Exchange Commission (the “Commission”) has adopted regulations that generally define a “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share subject to certain exceptions that are not applicable to our company at present. Our common stock is subject to the penny stock rules that impose additional sales practice requirements on broker-dealers who sell these securities to persons other than established customers and accredited investors. The regulations require that prior to any transaction involving a penny stock, a risk disclosure schedule must be delivered to the buyer explaining the penny stock market and its risks. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase, and must have received the purchaser's written consent to the transaction prior to sale. As such the market liquidity for the common stockholders. Any such class of preferred stock will be limited to the ability of broker-dealers to sell itmay result in compliance with the above-mentioned disclosure requirements.

You should be aware that, according to the Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

We are aware of the abuses that have occurred in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, we will strive within the confines of practical limitations to prevent such abuses with respectsubstantial dilution to our common stock.

Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resourcesstockholders and management attention.

Before this offering, we have not been subject to the reporting requirements of the Exchange Act or the other rules and regulations of the SEC oran adverse effect on any stock exchange relating to publicly-held companies. We are working with our legal, independent auditing and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and fulfill our obligations as a public company. These areas include corporate governance, corporate controls, internal audit, disclosure controls and procedures, financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, the expenses that will be required in order to prepare adequately for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable management time and attention.

Our common stock has not traded publicly before this offering, and we expect the price of our common stock to fluctuate substantially.

There has not been a public market for our common stock before this offering. A trading market for our common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may not develop or be liquid. If you purchase shareshave the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock in this offering, you will paytransactions. As a price that was not established in the public trading markets. The initial public offering price was determined by us. Youresult, fewer broker/dealers may not be ablewilling to resell your shares above the initial public offering price and may suffermake a loss of some or all of your investment.

We intend to apply for admission to quotation of our securities on the OTC Bulletin Board after this prospectus is declared effective by the SEC.  If for any reason our common stock is not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makers for our common stock and it is possible that none may do so.

Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. Other factors that could cause fluctuations in our stock price may include, among other things, the numerous risks and uncertainties as described under “Risk Factors” and under “Cautionary Statement Regarding Forward-Looking Statements.”

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus. 

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state.  If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realizereducing a loss on your investment.

We currently do not intend to pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not expect to declare or pay dividends on our common stock. We may also enter into agreements in the future that prohibit or restrict ourshareholder’s ability to declare or pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common stock appreciates and you sell your shares at a profit.

You may experience dilution of your ownership interest due to the future issuance of additionalresell shares of our common stock.

We areThe Company’s common stock is currently deemed to be “penny stock,” which makes it more difficult for investors to sell their shares.

The Company’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a capital intensive businessrisk disclosure document and we willquote information under certain circumstances. Many brokers have decided not have sufficient funds to financetrade penny stocks because of the growthrequirements of our business or to support our projected programming, marketing, sales, distribution,the penny stock rules and, personnel expenditures. Asas a result, wethe number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will require additional funds from further equityfind it more difficult to dispose of the Company’s securities.

There is currently a limited public market for our Common Stock. Failure to develop or debt financings,maintain a trading market could negatively affect its value and make it difficult or sales of preferredimpossible for you to sell your shares.

Our Common Stock trades on the OTCQB Market under the symbol “SKKY”. There has been a limited public market for our Common Stock and an active public market for our Common Stock may not develop. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or convertible debt to completerecover any part of your investment in us. Even if a market for our Common Stock does develop, the development of our projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of purchasers of common stock offered hereby. We are currently authorized to issue an additional 20,660,000 shares of common stock and 4,995,000 shares of preferred stock with preferences and rights as determined by our board of directors. The potential issuance of such additional shares of common stock or preferred stock or convertible debt may create downward pressure on the tradingmarket price of our common stock. Common Stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our Common Stock.

We may also issue additional shareshave paid no dividends.

We never have paid any dividends on our Common Stock and we do not intend to pay any dividends in the foreseeable future.

Future issuances of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes, potentially at an offering price or conversion price that is belowshares may be adversely affected by the offering price for common stock in this offering.

We have limited the liability of, and have agreed to indemnify, our directors and officers, which may result in these parties assuming greater risks.CSPA.

The liabilitymarket price of our Common Stock could decline as a result of issuances and sales by us or sales by our existing shareholders, of Common Stock, or the perception that these issuances and sales could occur. Sales by our shareholders might also make it more difficult for us to issue and sell Common Stock at a time and price that we deem appropriate. It is likely that the sale of shares by Selling Shareholder may depress the market price of our Common Stock.

Limitations on director and officer liability and indemnification of our officers and directors by us may discourage stockholders from bringing suit against a director.

The Company’s Articles of Incorporation and officers is limited, and we have agreed to indemnify each of them to the fullest extentBylaws provide, with certain exceptions as permitted by law. Undergoverning state law, that a director or officer shall not be personally liable to us or our articlesstockholders for breach of incorporationfiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and bylaws,may reduce the liabilitylikelihood of derivative litigation brought by stockholders on our directors, officers and employees is limited.behalf against a director. In addition, we have contractually agreed to indemnify ourthe Company’s Articles of Incorporation and Bylaws may provide for mandatory indemnification of directors and officers to the fullest extent permitted by governing state law.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, contains forward-looking statements that include information relating to future events, future financial performance, strategies, expectations, our competitive environment, regulation and availability of resources. These protections may resultforward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes” and “estimates,” and similar expressions, as well as similar statements in the indemnified parties tolerating greaterfuture tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks when making decisions than otherwise would beand uncertainties that could cause actual performance or results to differ materially from what is expressed in or suggested by the case. The indemnification arrangements may also give rise to legal claims for indemnification that are adverse to us and holders of our common stock.forward-looking statements.

USE OF PROCEEDSForward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

PRIVATE PLACEMENTS

Options

The Options entitle the Selling Security Holders to purchase shares of Common Stock at $0.001 to $0.64 per share for ten years commencing on of the issuance of the Options. The adjustment for dilution is subject to adjustment for anti-dilution protection of asset distributions stock dividends, stock splits, combinations or similar events. The exercise price may be adjusted for any exercise price for a similar instrument if that instrument has a lower exercise price.

The Selling Security Holders will receive all the proceeds from the sale of shares of Common Stock under this prospectus. We will not receive any proceeds from these sales. To the saleextent we receive proceeds from the exercise of the shares byOptions, we will use those proceeds for working capital for product development and testing and general business expenses. We have agreed to bear the selling security holders.

DETERMINATION OF OFFERING PRICE

Our common stock is presently not traded on any national market or securities exchange or in the over-the-counter market. As there is no existing public market for our securities, the shares offered for resale hereunder by the selling security holders must initially be offered at a fixed price.

The sales pricecertain expenses relating to the publicregistration of the shares of our common stock offered by the selling security holders under this prospectus is fixed at $0.10 per share until such time as our common stock is quoted on the Over-The-Counter (OTC) Bulletin Board and a public market existsCommon Stock being registered herein for our common stock. This fixed sales price was determined by using the most recent price paid in cash that we received for our stock, which was the price in our Regulation S offering to the selling security holders as described below in the “Selling Security Holders” section. We expect that the selling security holders will offer their stock in lots of at least 100 shares at the fixed price set forth in the cover table. It is uncertain, however, how much demand there will be for these shares prior to the commencementeach of the public trading market.Selling Security Holders.

SELLING STOCKHOLDERSUSE OF PROCEEDS

From October 31, 2011 to March 27, 2011, we sold an aggregate of 9,320,000 shares of our common stock to 68 purchasers in transactions exempt from registration pursuant to Regulation S promulgated byThe Selling Security Holders will receive all the SEC pursuant to the Securities Act.  The purchase price per share in this Regulation S offering was $0.01 and all of the purchasers were non-U.S. persons as defined in Regulation S. From March 27 to March 29, 2012, we sold an aggregate of 14,000 shares of our common stock to 16 purchasers in transactions exempt from registration pursuant to Regulation S promulgated by the SEC pursuant to the Securities Act. The purchase price per share in this Regulation S offering was $0.10 and all of the purchasers were non-U.S. persons as defined in Regulation S.

We raised $13,600 in gross proceeds from the Regulation S offering. The business purposesale of shares of Common Stock under this prospectus. We will not receive any proceeds from these sales. To the extent we receive proceeds from the exercise of the Regulation S offering was to raiseOptions, we will use those proceeds for working capital for usproduct development and testing and general business expenses. We have agreed to pay a portionbear the certain expenses relating to the registration of our legal fees and other expenses related tothe shares of Common Stock being registered herein for each of the Selling Security Holders.

See “Plan of Distribution” elsewhere in this registration andprospectus for getting our common stock eligible for quotation on the OTC Bulletin Board.more information.

SELLING SECURITY HOLDERS

This prospectus covers the saleoffering of up shares of Common Stock being offered by the selling security holdersSelling Security Holders of Common Stock acquirable upon the issuance of Conversion Notice from the Selling Security Holders to the Company as described herein. We are registering the shares of Common Stock in order to permit the Selling Security Holders to offer their shares of Common Stock for resale from time to time of 9,334,000 shares of our common stock sold by us in these Regulation S offerings.time.

The term “selling security holder” includes (i) each person and entity that is identified in the table below (as such table may be amended from time to time by means of an amendment tolists the registration statement of which this prospectus forms a part)Selling Security Holders and (ii) any transferee, donee, pledgee or other successor of any person or entity named ininformation regarding the table that acquires any“beneficial ownership” of the shares of Common Stock by the Selling Security Holders. In accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares of Common Stock as to which the Selling Security Holders have sole or shared voting power or investment power and any shares of Common Stock the Selling Security Holders have the right to acquire within sixty (60) days.

The Selling Security Holders are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act.

The second column indicates the number of shares of Common Stock beneficially owned by the Selling Security Holders, based on its ownership as of February 14, 2022. The second column also assumes purchase of all shares of stock to be acquired under the maximum amount of securities to be issued by the Company to the Selling Security Holders, without regard to any limitations on purchase described in this prospectus or in the Subscription Agreement.

The third column lists the shares of Common Stock being offered by this prospectus by the Selling Security Holders. Such aggregate amount of Common Stock does not take into account any applicable limitations on purchase of the securities under the Subscription Agreement.

This prospectus covers the resale of (i) all of the shares of Common Stock issued and issuable by the Company upon receiving a Notice of Conversion from the Selling Security Holders, and (ii) any securities issued or then issuable upon any full anti-dilution protection, stock split, dividend or other distribution, recapitalization or similar event with respect to the common stockshares.

Because the issuance price of the common shares may be adjusted, the number of shares of Common Stock that will actually be issued upon issuance of the common shares may be more or less than the number of shares of Common Stock being offered by this prospectus. The Selling Security Holders can offer all, some or none of its shares of Common Stock, thus we have no way of determining the number of shares of Common Stock it will hold after this offering. Therefore, the fourth and fifth columns assume that the Selling Security Holders will sell all shares of Common Stock covered by this prospectus in a transaction exempt from the registration requirementsprospectus. See “Plan of the Securities Act of 1933 and that is identified in a supplement or amendment to this prospectus.Distribution.”

We have listed below:

None of the selling security holdersThe Selling Security Holders identified below has confirmed to us that they are not a registered broker-dealer or an affiliate of a registered broker-dealer.broker-dealer within the meaning of United States federal securities laws.

During the last three years, no selling security holder has been an officer, director or affiliate of our company, nor has any selling security holder had any material relationship

Material Relationships with our company or any of our affiliates during that period. Each selling security holder in the Regulation S offering represented at the closing of the private placement that it was acquiring the shares of our common stock for its own account and not on behalf of any U.S. person, and the resale of such shares has not been pre-arranged with a purchaser in the United States.Selling Security Holders

The following table sets forth the selling shareholder which are officers and or directors of the Company and considered related parties.

MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS

Our Common Stock is currently quoted on the OTCQB Market, which is sponsored by OTC Markets Group, Inc. The OTCQB Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Our shares are quoted on the OTCQB Market under the symbol “SKKY.”

The Company’s common stock is currently traded on the OTCQB Market under the ticker symbol SKKY. The Company commenced trading on April 16, 2013, As of October 31, 2021; the Company had 51,576,122 shares of its common stock issued and outstanding, of which 15,840,500 were held by non-affiliates. The Company has authorized 70,000,000 shares of common stock, being offered herebypar value $.001 and 5,000,000 shares of preferred stock, par value $.001, of which 5,000 shares are being registered to permit public secondary trading,issued and the selling security holders are under no obligation to sell all or any portionoutstanding and 193,661 shares of their shares included in this prospectus.  Series B Preferred issued and outstanding.

The information contained in the following table is derived from information provided to ussets forth the range of high and low bid quotations for our Common Stock for each of the periods indicated as reported by the selling security holders, our booksOTCQB Market. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and records, as well as from our transfer agent.  may not necessarily represent actual transactions.

Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated. For purposes of this table, a selling security holder is deemed to have “beneficial ownership” of any shares as of a given date which such person has the right to acquire within 60 days after such date.

For purposesApproximate Number of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling security holders.

PLAN OF DISTRIBUTIONEquity Security Holders

As of, there were approximately 106 stockholders of record. Because shares of our Common Stock are held by depositaries, brokers and other nominees, the datenumber of this prospectus, therebeneficial holders of our shares is no market for our securities. Aftersubstantially larger than the datenumber of this prospectus, we expect tostockholders of record.

Dividends

We have an application filed with the Financial Industry Regulatory Authority (“FINRA”) fornot declared nor paid any cash dividend on our common stock, and we currently intend to be eligible for tradingretain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on the OTC Bulletin Board. Until our common stock becomes eligible for trading on the OTC Bulletin Board, the selling security holders will be offeringmade by our sharesboard of common stock at a fixed pricedirectors, in their discretion, and will depend on our financial condition, results of $0.10 per shareoperations, capital requirements and other factors that our board of common stock.  After our common stock becomes eligible for trading on the OTC Bulletin Board, the selling security holders may, from time to time, sell all or a portion of the shares of common stock on the OTC Bulletin Board or any market upon which the shares of common stock may be listed or quoted in the United States, in privately negotiated transactions or otherwise. After our common stock becomes eligible for trading on the OTC Bulletin Board, such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices.directors considers significant.

After our common stock becomes eligible for trading on the OTC Bulletin Board, the shares of common stock being offered for resale by this prospectus may be sold by the selling security holders by one or more of the following methods, without limitation:

The selling security holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.Penny Stock

Broker-dealers engaged by the selling security holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA/NASD Rule 2440 in the FINRA Manual; and in the case of a principal transaction a markup or markdown in compliance with FINRA/NASD IM-2440. Before our common stock becomes eligible for trading on the OTC Bulletin Board, broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a price per share of $0.10.  After our common stock becomes eligible for trading on the OTC Bulletin Board, broker-dealers may agree with a selling security holder to sell a specified number of the shares of common stock at a stipulated price per share.

In connection with the sale of shares, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume. The selling security holders may also sell shares short and deliver these shares to close out their short positions, or loan or pledge shares to broker-dealers that in turn may sell these shares. The selling security holders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to that broker-dealer or other financial institution of shares offered by this prospectus, which shares that broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect that transaction).

We will be paying certain fees and expenses incurred by us incident to the registration of the shares.

We will keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling security holders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares by the selling security holders or any other person. We will make copies of this prospectus available to the selling security holders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Blue Sky Restrictions on Resale

When a selling security holder wants to sell shares of common stock under this registration statement, the selling security holders will also need to comply with state securities laws, also known as “Blue Sky laws,” with regard to secondary sales.  All states offer a variety of exemption from registration for secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder whether our shares of commonOur stock is exempt from registration with that state for secondary sales.

Any person who purchases shares of common stock fromconsidered a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.  When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or will rely on an exemption therefrom.

Penny Stock Regulations

penny stock. The Securities and Exchange CommissionSEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as anyrules that regulate broker-dealer practices in transactions in penny stocks. Penny stocks are generally equity security that hassecurities with a market price of less than $5.00, per shareother than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with an exercise price of less than $5.00 per share, subjectrespect to certain exceptions. For any transaction involving atransactions in such securities is provided by the exchange or system. The penny stock unless exempt, the rules require:

In order to approverequire a person's account for transactions in penny stocks, the broker or dealer must:

  The broker or dealer must also deliver,broker-dealer, prior to anya transaction in a penny stock, to deliver a standardized risk disclosure schedule prescribeddocument prepared by the SecuritiesSEC, that: (a) contains a description of the nature and Exchange Commission relating tolevel of risk in the penny stock market which, in highlight form:

Disclosure also has to be made about the risks of investing infor penny stocks in both public offerings and in secondary tradingtrading; (b) contains a description of the broker’s or dealer’s duties to the customer and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities andof the rights and remedies available to an investorthe customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in casesthe disclosure document or in the conduct of fraudtrading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, transactions. Finally, monthly statements have to be sent disclosing recent price informationthe customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the accountcustomer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and information onreceive the limited market inpurchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks.stocks, and a signed and dated copy of a written suitability statement.

DESCRIPTION OF SECURITIES TO BE REGISTERED

We are currently authorized to issue 70,000,000 shares of common stock having a par value of $0.001 per share and5,000,000 shares of preferred stock, having a par value of $0.001 per share. As of April 18, 2012, we had49,334,000 shares of common stock issued and outstanding and 5,000 shares of Series A Preferred stock issued and outstanding.

Preferred Stock

Under our Articles of Incorporation, the board of directors has the power, without further action by the holders of the common stock, to designate the relative rights and preferences of the preferred stock, and to issue the preferred stock in one or more series as designated by the board of directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the preferred stock of any other series. The issuance of preferred stockThese disclosure requirements may have the effect of delaying or preventingreducing the trading activity for our Common Stock. Therefore, stockholders may have difficulty selling our securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

The Company was incorporated on August 31, 2011 in the State of Nevada. On March 26, 2012, the Company acquired Cogent Real-Time Systems Inc. (“Cogent”).

Skkynet is an evolution of Cogent, an established financial and industrial middleware software vendor. Cogent’s specialization has focused on providing connectivity and data acquisition to a wide variety of industrial and office hardware and software products, and then making that data available over a network using industry-standard protocols. The architecture of Cogent’s software naturally suits it for use both as a data aggregation platform at the process level, and as a data server at the Cloud level. By marrying these two capabilities together, Skkynet can effectively and securely offer the Cloud as an extension to any local process.

Cogent’s market has been primarily in industrial automation. With little advertising, Cogent has also acquired a number of financial trading companies as clients, due to the fact that Cogent’s software is both source and content agnostic. High-speed trading and high-speed industrial automation behave very similarly at the level of abstraction that Cogent’s software uses. Recently, Cogent has been working with Japanese companies to penetrate the lucrative embedded device manufacturing world. Japan is one of the largest producers of consumer and business electronics devices, more and more of which contain small embedded computers. Cogent has been working with partners in Japan to establish a name and presence in this world, with the aim of having Cogent’s software installed directly on the electronic devices, allowing the manufacturers to instantly make them network-accessible.

The Company believes that deploying its product in a Cloud environment will increase the potential applications for customers and broaden its usage and expansion into various markets including Cloud industrial middleware, Cloud financial services, home monitoring, fleet tracking, and energy usage monitoring. New applications that may not exist today but will through the new Cloud platform may also open new markets unknown to Skkynet today. However, management will carefully monitor the growth in new markets and manage each opportunity to maximize its return and minimize risks. This includes selecting specific markets with known trends to introduce its products and services and maintain a controlled release until the market has been understood and sales in the market have become significant to the Company. Only then will the Company risk new markets for its product. We must also include additional staffing at the senior management level with proven experiences and business records in the Company’s environment to implement these markets.

The expansion into new markets will require additional cash resources from sources other than those available to the Company today. Only after the Company has secured specific amounts of financing it believes is required for development of each market application enumerated above will Skkynet begin its marketing efforts.

The additional staffing will not begin until Skkynet has funded itself to finance both the staff increase and the required capital to carry out its marketing plan. If the Company is not successful in obtaining the required additional capital, it believes the present business operation will be able to sustain Skkynet’s additional costs as a public company at a minimal level.

Results of Operations

The following table sets forth selected statement of operations data as a percentage of total revenues for the periods indicated:

Revenue: For the year ended October 31, 2021, the Company had revenues of $1,830,459 compared to $1,506,929 of revenue for the year ended October 31, 2020. This reflects an increase of $323,530 from 2020 to 2021. Revenue increases can be attributed to the increase of sales in Cogent. During the year ended October 31, 2021, the Company’s deferred revenue was $204,961 compared to a deferred revenue balance of $168,728 as of October 31, 2020, an increase of $36,233. Deferred revenue consists of services billed but not yet provided to the customer and reflects revenues that will be recognized in the future.

General and Administrative Expenses: (G&A) Total general and administrative expenses increased from $1,896,705 in the year ended October 31, 2020 to $1,983,596 for the same period in 2021. This was an increase of $86,891 and as a percent of revenue G&A decreased to 108.5 % in 2021 from 125.9% in 2020. The decrease as a percentage is attributed to higher sales in the Cogent subsidiary in 2021 over 2020. 

Depreciation and Amortization: The Company had depreciation of $2,624 in 2021 compared to $2,455 in 2020.

Other Income (Expense): Other expense totaled $33,728 during the year ended October 31, 2021 compared to other income $64,896 during the same period in 2020. The currency exchange in 2021 was responsible for the change in controlother income to expense.

Income Tax: During the periods ended October 31, 2021 and 2020 the Company and subsidiary incurred no tax. The subsidiary filed tax returns as a foreign corporation. During the year ended October 31, 2021 the subsidiary received a tax refund of $25,901 and $16,004 for the same period in 2020.

Net Loss: The Company recorded a net loss of $163,588 for the year ended October 31, 2021 compared to net loss of $311,333 for the same period in 2020, a decrease of $147,745. The increase in sales in the Cogent subsidiary was the key element in the reduction of the company without further stockholder actionnet loss in 2021 over 2020.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and may adversely affectcapital has been dependent on the rightsrevenue generated internally by the Company’s subsidiaries, by loans from its officers and powers, including voting rights,directors and by deferral of accrued salaries. There are no agreements or understandings with regard to future loans by or with the officers, directors, principals, affiliates or shareholders of the holdersCompany. In the past, officers and directors of the common stock.Company have lent or advanced monies to the Company to fund operations, but there are no formal agreements or arrangements for them to continue to do so.

The Company anticipates continually expanding its business through the planned expansion of the Company’s marketing of venues in expanded markets. The Company’s plans will be limited, however, by its ability to finance such a proposed expansion of its business. If the revenues generated are not sufficient to finance these proposed operations, then the Company will have to scale back its proposed operations. The Company’s ultimate success will be based upon whether or not there continues to be a demand for the services that the Company anticipates providing The Company’s liquidity and capital has been dependent on the revenue generated internally by the Company’s subsidiaries, by loans from its officers and directors and by deferral of accrued salaries. There are no agreements or understandings with regard to future loans by or with the officers, directors, principals, affiliates or shareholders of the Company. In March 2012, the Board authorizedpast, officers and directors of the issuanceCompany have lent or advanced monies to the Company to fund operations, but there are no formal agreements or arrangements for them to continue to do so.