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Form 10-12G Sky Century Investment,

January 14, 2025 4:42 PM EST

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

 

 

Sky Century Investment, Inc.

(Exact name of registrant as specified in its charter)

 

State of Nevada

45-5243254

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

220 Emerald Vista Way #233, Las Vegas, NV

89144

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: + 1 (205) 23 877 35

 

Securities to be registered pursuant to Section 12(b) of the Act:

None

 

 

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value

 

Preferred Stock, $0.001 par value

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

 


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TABLE OF CONTENTS

 

 

ITEM 1. DESCRIPTION OF BUSINESS

1

ITEM 1A. RISK FACTORS

4

ITEM 2. FINANCIAL INFORMATION

8

ITEM 3. PROPERTIES.

12

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

12

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

13

ITEM 6. EXECUTIVE COMPENSATION

13

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

13

ITEM 8. LEGAL PROCEEDING

14

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

14

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

14

ITEM 11. DESCRIPTION OF COMPANY’S SECURITIES TO BE REGISTERED

15

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

15

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

15

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

16

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

16

 

 

 

 

 

 

 

 

 

 

 

 


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ITEM 1. DESCRIPTION OF BUSINESS

 

Some of the statements contained in this registration statement on Form 10 of Sky Century Investment, Inc. (hereinafter the “Company”, “we” or “our”) discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this registration statement, forward-looking statements are generally identified by the words such as “anticipate”, “plan”, “believe”, “expect”, “estimate”, and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company’s securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this registration statement. Important factors that may cause actual results to differ from projections include, for example:

 

·the success or failure of Management’s efforts to implement the Company’s plan of operation; 

·the ability of the Company to fund its operating expenses; 

·the ability of the Company to compete with other companies that have a similar plan of operation; 

·the effect of changing economic conditions impacting our plan of operation; 

·the ability of the Company to meet the other risks as may be described in future filings with the SEC. 

 

General Background of the Company

 

The Company was incorporated in the state of Nevada as Band Rep Management, Inc., a for-profit entity on May 4, 2012. The Company was renamed to the Sky Century Investment, Inc. on December 15, 2015. On February 29, 2020, Sky Century Investment, Inc. acquired the complete proprietorship of Cannabis News LLC, a business situated at 30 N Gould St, Ste R, Sheridan, WY 82801, USA. The Company owns Cannabis News LLC along with the Cannabis News application with Mr. Alimzhanov personally funded software development expenses. In compliance with the Asset Purchase Agreement dated February 29, 2020, the entire ownership (100%) of Cannabis News LLC, the Wyoming limited liability company, with the Cannabis News application along with all the certified access codes and licenses, exclusively owned by Cannabis News LLC, was transferred to Sky Century Investment, Inc. A Promissory Note was issued to Cannabis News LLC for the total purchase price of $198,000, and it was fully repaid.

 

Sky Century Investment, Inc. is currently operating four primary business lines:

 

The first primary business line of the Sky Century Investment, Inc. is IT services, which accounts for 31% of the Company’s total revenue. This segment primarily involves: 1) Technical Support: the Company provides ongoing technical support, including maintenance, troubleshooting, and system upgrades, to ensure the reliability and performance of leased servers; 2) Server Leasing: the Company offers leased high-performance servers to clients, enabling them to scale operations without significant upfront capital investment. This segment provides higher profitability and contributes to the overall financial performance.

 

The Company continues to expand its IT service offerings as there is a growing demand for cloud solutions, data management and network infrastructure. This business is an integral part of the Company's overall strategy and complements its other operations, supporting other operations and contributing to stability and diversification of revenue streams.

 

The secondary major business of Sky Century Investment, Inc. is marketing. Sky Century Investment, Inc. employs different techniques and methodologies to optimize online visibility, engage target audiences, and drive meaningful interactions. One method is Search Engine Optimization (SEO), to enhance online visibility and improve search engine rankings for its clients. Through examination of performance metrics and user behavior, the Company furnishes clients with insightful reports illuminating strengths, weaknesses, and areas ripe for optimization. The Company crafts visually appealing and functionally optimized websites mirroring clients' values and ambitions, providing users with seamless and captivating online experiences. This segment does not contribute to the Company's total revenue. The marketing division provides services such as internet marketing and a podcast directory, which are not generating revenue at this time.


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Sky Century Investment, Inc. possesses ownership of the Cannabis News application, that is one of the Company’s business lines. Cannabis News is a mobile application designed to aggregate and synthesize cannabis-related news from diverse sources, subsequently delivering this compiled information to users in a convenient way. The Cannabis News application functions as a platform enabling users to access a wide range of news content concerning cannabis, thoroughly gathered from diverse online sources.

 

The Cannabis News is a news source focused on cannabis-related information, offering various features such as continuous monitoring and filtering of cannabis news and breakthroughs. It ensures users are informed of developments in a timely manner by consolidating data from numerous sources, delivering a comprehensive and current knowledge base. Presented by Sky Century Investment, Inc. the application's primary feature is its ability to compile and distribute cannabis industry news from diverse sources. These sources need not be exclusively cannabis-focused platforms; the application adeptly locates cannabis-related articles from general news outlets. With each page refresh, users are greeted with real-time updates to their news feed.

 

The Cannabis News application's functionality features are customizable filters and settings, enabling users to receive news updates based on their subscriptions. It ensures users focus solely on essential content, preventing information overload. Creating a personalized news feed is a straightforward process: users select preferred news sources and incorporate them into their curated list. With broad coverage and a comprehensive approach, Cannabis News is a valuable solution for those deeply involved in the cannabis industry, individuals seeking pertinent information from diverse sources. The application is compatible with both Apple and Android platforms, catering to a wide user demographic. The Cannabis News application is flexible to accommodate changing user needs. It is relevant for cannabis investors using the app to track industry trends and allocate funds wisely. The primary focus of the Cannabis News application is to enhance brand awareness, building a loyal user base within the cannabis industry, and as of now, it does not generate revenue.

 

Another aspect of the Company's business operations represents the selling of RSS feed. Sky Century Investment, Inc. sells RSS feeds of cannabis news to news organizations, websites, and other businesses. This segment generates 69% of the Company's total revenue. The Company's RSS feed sales offering includes a variety of cannabis-related news feeds, including breaking news, market analysis, and industry trends. The Company is committed to expanding its RSS feed sales offering to include a wider range of cannabis-related topics, as well as offering customizable feed options that allow businesses to select the news topics that are most relevant to their audience.

 

Business Objectives of the Company

 

Sky Century Investment, Inc. is committed to the following key business objectives by driving growth, innovation, and customer satisfaction:

 

Expanded Online Services: We plan to expand the range of online services to cater to the diverse needs of our clientele. These services include:

 

-Marketing Services: The Company is committed to expanding its marketing services to include a wider range of digital marketing channels, such as social media marketing, content marketing and web design. We will provide comprehensive assistance in crafting effective digital marketing strategies, enhancing online visibility, and optimizing search engine performance. Sky Century Investment, Inc. plans to offer web design services to businesses of all sizes. The Company's team of experienced web designers will create visually appealing and user-friendly websites that are optimized for search engines. 

 

-SEO Services: The Company intends to expand its SEO services by enhancing client acquisition and retention through the introduction of advanced techniques, including local SEO, mobile optimization, and voice search optimization, to meet the evolving needs of clients across various industries. The Company will focus on delivering measurable results through ROI-driven SEO campaigns, aimed at providing clients with tangible improvements in organic search performance and a clear return on investment. The Company plans to offer international SEO services to clients pursuing global market expansion, incorporating multi-lingual and geo-targeted strategies that align with local search behaviors and comply with regional requirements. 


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-Analytics and Reporting: We are committed to equipping our clients with data-driven insights. Our services will include analytics and reporting to inform strategic decision-making. 

 

-Web Design and Email Marketing: With a focus on user-centric design, we will offer web design services that captivate visitors and foster engagement. Additionally, our email marketing strategies will enable effective communication and customer retention. 

 

-IT Services: Recognizing the growing importance of IT in business operations, we are expanding our services to encompass IT solutions that empower organizations to harness technology efficiently. The Company plans to offer a comprehensive suite of IT solutions designed to address the diverse needs of clients, including IT consulting, to help businesses develop tailored technology strategies; IT support, providing ongoing assistance and troubleshooting to ensure smooth operations; and network security, to protect businesses from evolving cyber threats and ensure the integrity of their data and systems. These services are intended to empower organizations to maximize their technological capabilities while minimizing operational risks. 

 

App Enhancement and Feature Implementation: We are committed to refining our existing application, leveraging the latest technological advancements to deliver an improved user experience. Concurrently, we will introduce new and innovative features to the app, ensuring that it remains at the forefront of industry trends and user expectations.

 

App Scaling: Our strategic roadmap includes scaling our application to accommodate a larger user base. This entails optimizing infrastructure, enhancing server capacity, and fine-tuning the app's performance to ensure seamless usage, even as our user community grows.

 

RSS Feeds: The Company plans to expand and optimize its existing RSS feed offerings by broadening the range of sources and content provided. This expansion will include the introduction of new, relevant feeds to better serve the needs of its audience. The Company intends to update and replace some of its current RSS feeds to ensure they remain accurate, timely, and aligned with evolving industry trends. This initiative aims to enhance the value of the RSS feed service and improve user engagement by delivering more diverse and up-to-date content.

 

The Company is currently in the early stages of development of its Marketing and IT services offerings. The Company expects to enhance and expand these services by the end of 2025.

 

The Company's sole employee, Nataliia Petranetska, is currently responsible for developing and managing all of the Company's business operations, including the development of future projects. However, the Company may hire employees or expand the Board in the future to help with the development of future projects.

 

Competition

 

Sky Century Investment, Inc. is involved in operations and development across several diverse sectors. Each sector is characterized by its unique competitive landscape. The Company systematically faces competition from a diverse array of entities. Our commitment to excellence and innovation enables us to navigate these challenges and leverage them as opportunities for growth. Our competition can be categorized into the following segments:

 

IT Services: In the realm of IT solutions, Sky Century Investment, Inc encounters competition from both specialized IT service providers and technology giants. These competitors offer services spanning software development, cybersecurity, cloud solutions, and more. By continuously innovating our IT services and adopting the latest technological advancements, we aim to distinguish ourselves as a reliable partner for businesses seeking tailored IT solutions that align with their strategic objectives.

 

Marketing Services: Within the sphere of marketing strategy and consulting, Sky Century Investment, Inc faces competition from agencies and consultancies that offer a wide range of services, including digital marketing, branding, and market research. Our commitment to delivering comprehensive, data-driven strategies tailored to our clients' specific needs positions us to stand out in this competitive landscape. Furthermore, our integrated approach that combines technology and creativity sets us apart as an innovative marketing partner.


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RSS Feed Services: In the domain of RSS feed services, the competition of the Sky Century Investment, Inc includes entities providing general and niche content syndication. Our focus on delivering curated, insightful, and industry-specific RSS feeds about the cannabis sector gives us a unique competitive edge. By consistently offering high-quality content that informs and educates our audience, we aim to position ourselves as a preferred source for specialized information.

 

Cannabis Industry: Within the cannabis sector, Sky Century Investment, Inc competes with a range of companies involved in various aspects of Cannabis industry. These include established players and emerging startups, each with their unique value propositions and market presence. As the demand for reliable information and specialized services within the cannabis industry increases.

 

Employees

 

As of the date of this registration statement, our team comprises a single employee, Nataliia Petranetska, who assumes the roles of President, Treasurer and Director as per the stipulations outlined within the Employment Agreement as of July 30, 2020.

 

ITEM 1A. RISK FACTORS

 

Forward-Looking Statements

 

This registration statement on Form 10 contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as “expects”, “anticipates”, “targets”, “goals”, “projects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements.

 

Any investment in our shares of common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this annual report before you decide to invest in our common stock. Each of the following risks may materially and adversely affect our business objective, plan of operation and financial condition. These risks may cause the market price of our common stock to decline, which may cause you to lose all or a part of the money you invested in our common stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business plan. In addition to other information included in this annual report, the following factors should be considered in evaluating the Company’s business and future prospects.

 

Intense competition in the industry may impact our business operations.

 

We operate in a global, competitive marketplace and face substantial competition from a limited number of established competitors, some of which may have greater financial resources than we do. Price competition is strong and, coupled with the existence of a number of cost conscious customers, has historically limited our ability to increase prices. In addition to price, competition is based on product performance and technological leadership, quality, reliability of delivery and customer service and support. There can be no assurance that competition in one or more of our markets will not adversely affect us and our results of operations.

 

Failure to predict and react to customer demand for new products and services could adversely affect our business.

 

We have dedicated significant resources to the development, manufacturing and marketing of our products and services. There can be no assurance that any new products and services that we develop will gain widespread acceptance in the marketplace or will be able to compete successfully with other new products or services that may be introduced by competitors. In addition, we may incur additional warranty or other costs as new products are tested and used by customers.


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Operating in multiple focus areas introduces operational complexity that may reduce efficiency, effectiveness, and overall performance.

 

Each area of activities may have unique operational requirements, customer needs, and industry dynamics, which could strain management's ability to effectively oversee all aspects, potentially leading to inefficiencies, misaligned strategies, and communication breakdowns. Serving multiple customer segments with differing needs can be challenging. The Company needs to ensure consistent quality and customer satisfaction across all segments, which might necessitate tailored strategies for each group. Allocating resources - such as finances, human resources, and technology - across different activities requires careful consideration. A lack of clear prioritization could lead to suboptimal resource allocation and reduced performance in one or more areas. Different activities could have varying financial cycles, revenue recognition methods, and cash flow patterns. Managing financial reporting, budgeting, and forecasting across these diverse areas might be more intricate.

 

Workforce limitations and challenges in talent acquisition.

 

The Company faces an operational risk due to its dependence on the skills and expertise of a single employee. In the event of the unavailability or inability of this key individual to perform their duties, the organization may experience disruptions that could impede ongoing operations. Moreover, the limited workforce poses challenges in developing effective strategies for talent acquisition and retention, potentially hindering the Company's ability to adapt to market changes and sustain growth. To address these risks, it is crucial for the Company to diversify its talent pool, implement succession planning, and invest in initiatives aimed at attracting and retaining skilled professionals. Proactive measures, such as cross-training initiatives, can further reduce dependency on any single individual, enhancing organizational resilience and agility in a competitive business environment.

 

The limited availability of our sole officer and director may adversely affect business operations.

 

Mrs. Petranetska, our sole employee, currently dedicates around 40 hours per week to manage our operations. Although she presently manages our affairs effectively, there exists the possibility that increased demands from other commitments may limit her availability to oversee our business adequately. The potential loss of Mrs. Petranetska could have adverse effects on our business development.

 

Improper conduct of our associates, agents or business partners could result in financial costs or reputational damage.

 

We are subject to a variety of domestic and foreign laws, rules and regulations relating to improper payments to government officials, bribery, anti-kickback and false claims rules, competition, export and import compliance, money laundering and data privacy. If our associates, agents or business partners engage in activities in violation of these laws, rules or regulations, we may be subject to civil or criminal fines or penalties or other sanctions, may incur costs associated with government investigations, or may suffer damage to our reputation.

 

Market competition may materially and adversely affect our operating results.

 

Our Company actively competes with many companies producing similar products. Depending on the particular application, we experience competition based on a number of factors, including price, quality, performance and availability. We compete against many companies, including divisions of larger companies with greater financial resources than we possess. As a result, these competitors may be both domestically and internationally better able to withstand a change in conditions within the markets in which we compete and throughout the global economy as a whole.

 

In addition, our ability to compete effectively depends on how successfully we anticipate and respond to various competitive factors, including new competitors entering our markets, new products and services that may be introduced by competitors, changes in customer preferences, pricing pressures and new government regulations. If we are unable to anticipate our competitors’ development of new products and services, identify customer needs and preferences on a timely basis, or successfully introduce new products and services or modify existing products and service offerings in response to such competitive factors, we could lose customers to competitors. If we cannot compete successfully, our sales and operating results could be materially and adversely affected.


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Credit and counterparty risks pose potential harm to our business.

 

The financial condition of our customers could affect our ability to market our products and services or collect receivables. In addition, financial difficulties faced by our customers as a result of an adverse economic event or other market factors may lead to cancellation or delay of orders. Our customers may suffer financial difficulties that make them unable to pay for a product or solution when payments become due, or they may decide not to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations. Although historically not material, we cannot be certain that, in the future, expenses or losses for uncollectible amounts will not have a material adverse effect on our revenues, earnings and cash flows.

 

Challenges in legal enforcement may affect business operations.

 

The Company acknowledges the significance of Item 101(h)(4)(ix) in informing foreign investors about potential legal challenges in enforcing their rights against the Company. While our disclosure aims to empower investors in making informed decisions, it's crucial to recognize that legal systems vary across jurisdictions, introducing complexities in enforcing rights. Prospective investors are advised to seek legal counsel familiar with relevant jurisdictions to navigate potential challenges, emphasizing our commitment to transparency amid the inherent complexities of cross-border legal environments. The Company emphasized to investors that our involvement with cannabis industry is primarily from a news perspective. Our application is dedicated to producing a variety of news content related to cannabis, providing informative updates and insights to our audience.

 

The Company acknowledges the significance of Item 101(h)(4)(ix) in informing foreign investors about potential legal challenges in enforcing their rights against the Company. While our disclosure aims to empower investors in making informed decisions, it's crucial to recognize that legal systems vary across jurisdictions, introducing complexities in enforcing rights. Prospective investors are advised to seek legal counsel familiar with relevant jurisdictions to navigate potential challenges, emphasizing our commitment to transparency amid the inherent complexities of cross-border legal environments.

 

·Regulatory Risks: Changes in regulations at the federal, state, or local level could adversely impact our business operations. 

·Market Volatility: The cannabis industry is subject to significant market volatility influenced by regulatory developments, consumer preferences, and macroeconomic factors. 

·Competition: Intense competition within the cannabis industry could erode market share and profitability. 

·Legal and Compliance Risks: Non-compliance with regulatory requirements could result in legal actions, fines, or license revocation. 

 

Our success depends on executive management and our ability to attract and retain top talent.

 

Our future success depends to a significant degree on the skills, experience and efforts of our executive management and her ability to provide us with uninterrupted leadership and direction. The failure to retain our executive officer or a failure to provide adequate succession plans could have an adverse impact. Our future success also depends on our ability to attract, retain and develop qualified personnel at all levels of the organization. The availability of highly qualified talent is limited in a number of the jurisdictions in which we operated, and the competition for talent is robust. A failure to attract, retain and develop new qualified personnel throughout the organization could have an adverse effect on our operations and implementation of our strategic plan.

 

Information systems failures may disrupt business operations and result in financial losses or customer liabilities.

 

Our business is also dependent on other data-processing systems, communications and information systems. If any of these systems fail, whether caused by fire, other natural disaster, power or telecommunications failure, acts of cyber terrorism or war or otherwise, or they do not function correctly, we could suffer financial loss, business disruption, liability to our customers, regulatory intervention or damage to our reputation. If any of these risks materialize, our reputation and our ability to conduct our business may be materially adversely affected.


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Cybersecurity attacks could lead to loss of confidential information and other business operational disruptions.

 

We rely extensively on computer systems to manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include employee education, password encryption, frequent password change events, firewall detection systems, anti-virus software in-place and frequent backups; however, there is no guarantee such efforts will be successful in preventing a cyber-attack. A cybersecurity attack could compromise the confidential information of our employees, customers and supplier, and potentially violate certain domestic and international privacy laws. Furthermore, a cybersecurity attack on our customers and suppliers could compromise our confidential information in the possession of our customers and suppliers. A successful attack could disrupt and otherwise adversely affect our business operations.

 

The ongoing effects of the outbreak of the COVID-19 pandemic could impact our business, financial condition, operations, and prospects.

 

The COVID-19 pandemic has had a notable impact on global society, economies, financial markets, and business practices. Federal and state governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home policies, supply chain logistical changes, and closure of non-essential businesses. The COVID-19 pandemic may impact our business operations, including our employees, customers, partners, and communities.

 

Unspecified and unascertainable risks may affect our business operations.

 

There is no basis for shareholders to evaluate the possible merits or risks of potential business combination. To the extent that the Company effects a business combination with a financially unstable operating company or an entity that is in its early stage of development or growth, the Company will become subject to numerous risks. If the Company effects a business combination with an entity in a high-risk industry, the Company will become subject to the currently unascertainable risks of that industry. Although management will endeavor to evaluate the risks inherent in a particular business or industry, there can be no assurance that management will properly ascertain or assess all such risks that the Company perceived at the time of the consummation of a business combination.

 

Risk related to Rule 144.

 

The SEC adopted amendments to Rule 144 which became effective on February 15, 2008. These Rule 144 amendments apply to securities acquired both before and after that date. Generally, under the Rule 144 amendments, a person who has beneficially owned restricted shares for at least three months would be entitled to sell their securities provided that: (i) such person is not deemed to have been an affiliate at the time of, or at any time during the three months preceding, a sale; (ii) we are subject to and are current in the Exchange Act periodic reporting requirements for at least 90 days before the sale; and (iii) if the sale occurs prior to satisfaction of a one-year holding period, provided current information is available at the time of sale.

 

Persons who have beneficially owned restricted shares for at least three months but who are affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following: (i) 1% of the total number of securities of the same class then outstanding; or (ii) the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

 

These Rule 144 related risks are subject to further restrictions in the event that the Exchange Act reporting company is deemed to be a Shell Company, such as the Company.


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Issuance of additional securities.

 

Our Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock $0.001 par value. As of the date of this registration statement, there were shares 220,638,720 issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, if an active trading market commences.

 

Payment of dividends is unlikely.

 

The Company does not expect to pay dividends for the foreseeable future because it has no revenues or cash resources. The payment of dividends will be contingent upon the Company’s future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will be within the discretion of the Company’s board of directors as then constituted. The Company expects that future management will determine to retain any earnings for use in its business operations and accordingly, the Company does not anticipate declaring any dividends in the foreseeable future.

 

ITEM 2. FINANCIAL INFORMATION

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes in “Item 15. Financial Statements and Exhibits.” The following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trend and should not be construed either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. See “Forward-Looking Statements” and “Item 1A. Risk Factors.”

 

Overview

 

The first primary business line of the Sky Century Investment, Inc. is IT services, which accounts for 31% of the Company’s total revenue. This segment primarily involves: 1) Technical Support: the Company provides ongoing technical support, including maintenance, troubleshooting, and system upgrades, to ensure the reliability and performance of leased servers; 2) Server Leasing: the Company offers leased high-performance servers to clients, enabling them to scale operations without significant upfront capital investment. This segment provides higher profitability and contributes to the overall financial performance.

 

The Company continues to expand its IT service offerings as there is a growing demand for cloud solutions, data management and network infrastructure. This business is an integral part of the Company's overall strategy and complements its other operations, supporting other operations and contributing to stability and diversification of revenue streams.

 

The secondary major business of Sky Century Investment, Inc. is marketing. Sky Century Investment, Inc. employs different techniques and methodologies to optimize online visibility, engage target audiences, and drive meaningful interactions. One method is Search Engine Optimization (SEO), to enhance online visibility and improve search engine rankings for its clients. Through examination of performance metrics and user behavior, the Company furnishes clients with insightful reports illuminating strengths, weaknesses, and areas ripe for optimization. The Company crafts visually appealing and functionally optimized websites mirroring clients' values and ambitions, providing users with seamless and captivating online experiences. This segment does not contribute to the Company's total revenue. The


8


marketing division provides services such as internet marketing and a podcast directory, which are not generating revenue at this time.

 

Sky Century Investment, Inc. possesses ownership of the Cannabis News application, that is one of the Company’s business lines. Cannabis News is a mobile application designed to aggregate and synthesize cannabis-related news from diverse sources, subsequently delivering this compiled information to users in a convenient way. The Cannabis News application functions as a platform enabling users to access a wide range of news content concerning cannabis, thoroughly gathered from diverse online sources.

 

The Cannabis News is a news source focused on cannabis-related information, offering various features such as continuous monitoring and filtering of cannabis news and breakthroughs. It ensures users are informed of developments in a timely manner by consolidating data from numerous sources, delivering a comprehensive and current knowledge base. Presented by Sky Century Investment, Inc., the application's primary feature is its ability to compile and distribute cannabis industry news from diverse sources. These sources need not be exclusively cannabis-focused platforms; the application adeptly locates cannabis-related articles from general news outlets. With each page refresh, users are greeted with real-time updates to their news feed.

 

The Cannabis News application's functionality features are customizable filters and settings, enabling users to receive news updates based on their subscriptions. It ensures users focus solely on essential content, preventing information overload. Creating a personalized news feed is a straightforward process: users select preferred news sources and incorporate them into their curated list. With broad coverage and a comprehensive approach, Cannabis News is a valuable solution for those deeply involved in the cannabis industry, individuals seeking pertinent information from diverse sources. The application is compatible with both Apple and Android platforms, catering to a wide user demographic. The Cannabis News application is flexible to accommodate changing user needs. It is relevant for cannabis investors using the app to track industry trends and allocate funds wisely. The primary focus of the Cannabis News application is to enhance brand awareness, building a loyal user base within the cannabis industry, and as of now, it does not generate revenue.

 

Another aspect of the Company's business operations represents the selling of RSS feed. Sky Century Investment, Inc. sells RSS feeds of cannabis news to news organizations, websites, and other businesses. This segment generates 69% of the Company's total revenue. The Company's RSS feed sales offering includes a variety of cannabis-related news feeds, including breaking news, market analysis, and industry trends. The Company is committed to expanding its RSS feed sales offering to include a wider range of cannabis-related topics, as well as offering customizable feed options that allow businesses to select the news topics that are most relevant to their audience.

 

Business Objectives of the Company

 

Sky Century Investment, Inc. is committed to the following key business objectives by driving growth, innovation, and customer satisfaction:

 

Expanded Online Services: We plan to expand the range of online services to cater to the diverse needs of our clientele. These services include:

 

-Marketing Services: The Company is committed to expanding its marketing services to include a wider range of digital marketing channels, such as social media marketing, content marketing and web design. We will provide comprehensive assistance in crafting effective digital marketing strategies, enhancing online visibility, and optimizing search engine performance. Sky Century Investment, Inc. plans to offer web design services to businesses of all sizes. The Company's team of experienced web designers will create visually appealing and user-friendly websites that are optimized for search engines. 

 

-SEO Services: The Company intends to expand its SEO services by enhancing client acquisition and retention through the introduction of advanced techniques, including local SEO, mobile optimization, and voice search optimization, to meet the evolving needs of clients across various industries. The Company will focus on delivering measurable results through ROI-driven SEO campaigns, aimed at providing clients with tangible improvements in organic search performance and a clear return on investment. The Company plans to offer international SEO services to clients pursuing global market  


9


expansion, incorporating multi-lingual and geo-targeted strategies that align with local search behaviors and comply with regional requirements.

 

-Analytics and Reporting: We are committed to equipping our clients with data-driven insights. Our services will include analytics and reporting to inform strategic decision-making. 

 

-Web Design and Email Marketing: With a focus on user-centric design, we will offer web design services that captivate visitors and foster engagement. Additionally, our email marketing strategies will enable effective communication and customer retention. 

 

-IT Services: Recognizing the growing importance of IT in business operations, we are expanding our services to encompass IT solutions that empower organizations to harness technology efficiently. The Company plans to offer a comprehensive suite of IT solutions designed to address the diverse needs of clients, including IT consulting, to help businesses develop tailored technology strategies; IT support, providing ongoing assistance and troubleshooting to ensure smooth operations; and network security, to protect businesses from evolving cyber threats and ensure the integrity of their data and systems. These services are intended to empower organizations to maximize their technological capabilities while minimizing operational risks. 

 

App Enhancement and Feature Implementation: We are committed to refining our existing application, leveraging the latest technological advancements to deliver an improved user experience. Concurrently, we will introduce new and innovative features to the app, ensuring that it remains at the forefront of industry trends and user expectations.

 

App Scaling: Our strategic roadmap includes scaling our application to accommodate a larger user base. This entails optimizing infrastructure, enhancing server capacity, and fine-tuning the app's performance to ensure seamless usage, even as our user community grows.

 

RSS Feeds: The Company plans to expand and optimize its existing RSS feed offerings by broadening the range of sources and content provided. This expansion will include the introduction of new, relevant feeds to better serve the needs of its audience. The Company intends to update and replace some of its current RSS feeds to ensure they remain accurate, timely, and aligned with evolving industry trends. This initiative aims to enhance the value of the RSS feed service and improve user engagement by delivering more diverse and up-to-date content.

 

The Company is currently in the early stages of development of its Marketing and IT services offerings. The Company expects to enhance and expand these services by the end of 2025.

 

The Company’s sole employee, Nataliia Petranetska, is currently responsible for developing and managing all of the Company's business operations, including the development of future projects. However, the Company may hire employees or expand the Board in the future to help with the development of future projects.

 

RESULTS OF OPERATIONS

 

Results of Operations for the year ended August 31, 2024 as compared to the year ended August 31, 2023

 

During the years ended August 31, 2024 and 2023, we have generated total revenues of $51,800 and $69,760, respectively. The cost of revenues for the years ended August 31, 2024 and 2023 were $34,672 and $25,219, respectively.

 

We had total operating expenses of $90,048 and $178,002, during the years ended August 31, 2024 and 2023, respectively. The operating expenses for the years ended August 31, 2024 and 2023 included general and administrative expenses of $60,000 and $156,531; and professional fees of $30,048 and $21,471, respectively. The overall decrease in total expenses is due to a decrease in general and administrative expenses. The main decrease in general and administrative expenses was due to a decrease in server rent expenses and director's compensation resulting from the resignation of our former director, Khamijon Alimzhanov.


10


During the years ended August 31, 2024 and 2023, we had net losses of $72,920 and $133,461, respectively. The main impact on the decrease in net loss was the decrease in operating expenses and other expenses as described above.

 

Liquidity and Capital Resources

 

The following table summarizes total current assets, liabilities and working capital deficit for the years ended August 31, 2024 and 2023:

 

 

August 31, 2024

 

August 31, 2023

 

Change

Current assets

$

25,900

 

$

-

 

$

25,900

Current liabilities

 

292,960

 

 

200,312

 

 

92,648

Working capital deficit

$

(267,060)

 

$

(200,312)

 

$

118,548

 

As of August 31, 2024, the Company had cash of $0. The Company had a working capital deficit of $267,060 and $200,312 as of August 31, 2024 and 2023, respectively.

 

During the year ended August 31, 2024, the Company used $501 of cash in operating activities due to its net loss of $72,920; amortization of $34,672; prepaid expenses of $25,900; accounts payable and accrued liabilities of $79,897; deferred income of $16,250.

 

During the year ended August 31, 2023, the Company used $80,968 of cash in operating activities due to its net loss of $133,461; amortization of $25,219; accounts receivable of $21,000; prepaid expenses of $74,880; raw materials inventory of $509; accounts payable and accrued liabilities of $76,571; deferred income of $16,250.

 

During the year ended August 31, 2024, the Company had $28,500 of cash in investing activities consisting of acquisition of intangible assets.

 

During the year ended August 31, 2023, the Company had $100,875 of cash in investing activities consisting of acquisition of intangible assets.

 

During the year ended August 31, 2024, the Company generated $29,001 of cash in financing activities, which came from advances from related parties.

 

During the year ended August 31, 2023, the Company generated $19,532. of cash in financing activities, which came from advances from related parties.

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our only sources for cash during the period were selling our services and loans from our director.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.


11


ITEM 3. PROPERTIES.

 

The Company does not hold any leased office spaces.

 

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this registration statement. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group.

 

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

 

Name of Beneficial Owner

 

Common Stock

Beneficially

Owned (1)

 

Percentage of

Common Stock

Owned (1)

Nataliia Petranetska

220 Emerald Way #233

Las Vegas, NV 89144

President, Director, Treasurer, Secretary and Officer

 

15,116,279

 

6.85%

 

 

 

 

 

Khamijon Alimzhanov

17 Bogenbai Batyr Street

Almaty 050000, Kazakhstan

 

19,092,469

 

8.65%

 

 

 

 

 

ITEQ Logic Ltd.

219 Kensington High Street

London W8 6bd

United Kingdom

 

15,000,000

 

6.80%

 

 

 

 

 

Joseph Malcarne

89 Rymph Rd

Staatsburg NY 12580

 

12,500,000

 

5.66%

 

 

 

 

 

Markebitz Limited

Lazenda Warehouse 3

Jalan Ranca-Ranca F. T.

Labuan 8700 Malaysia

 

16,000,000

 

7.25%

 

 

 

 

 

Yan Tie Ying

Panshan Road 5-37.

Shanghai 200433, China

 

28,687,572

 

13.00%

 

 

 

 

 

Zhang Yu

25-17 Siping Village, Erpengdian Town

Huanren Manchu Autonomous County

Liaoning Prov, China

 

20,007,400

 

6.07%

 

(1)Applicable percentage ownership is based on 220,638,720 shares of common stock outstanding as of the date of this registration statement. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of the date of this registration statement are deemed to be beneficially owned by the person holding such securities for the  


12


purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

The following table sets forth the names and ages of the member of our Board of Director and our executive officers and the positions held by each.

 

Name

 

Age

 

Title

Nataliia Petranetska

 

57

 

President, Director, Treasurer and CEO

 

Nataliia Petranetska obtained a Master’s Degree in Economics from Kyiv National University of Economics in 1989. Mrs. Petranetska held the position of Financial Controller at Scale LLC from March 1998 to April 2007. Nataliia Petranetska assumed the role of Chief Specialist within the Financial Control Department at Z-Group Company Group from April 2007 until December 2019.

 

Since July 30, 2020, Nataliia Petranetska serves as the President, Director and Treasurer of Sky Century Investment, Inc. On December 5, 2020, she was appointed as the Chief Executive Officer of Sky Century Investment, Inc.

 

Section 16(a) Compliance

 

Section 16 (a) of the Securities and Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Company’s Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Section 16(a). Once the Company becomes subject to the Exchange Act of 1934, our office and director has informed us that he intends to file reports required to be filed under Section 16(a).

 

ITEM 6. EXECUTIVE COMPENSATION

 

The Company has entered into an Employment Agreement with Nataliia Petranetska dated July 30, 2020 for a duration of one year, automatically extending unless either party provides written notice of non-renewal at least 60 days prior to the end of the initial term`s conclusion. Mrs. Petranetska was appointed to the position of President, Director, Treasurer and Chief Executive Officer within the Company. The Company has entered into the Compensation Agreement with Nataliia Petranetska on December 1, 2020, outlining monthly compensation of $5,000 as per compliance. On May 27, 2021, Mrs. Petranetska signed a Loan Agreement amounting to $100,000, effective until May 31, 2026. On August 15, 2024, Mrs. Petranetska executed an Amendment to the Loan Agreement, increasing the loan amount to $150,000, with no other changes to the terms of the agreement.

 

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Effective May 27, 2021, Nataliia Petranetska formally agreed to advance funds to the Company to pay for professional fees and operating expenses under a $100,000 Loan Agreement. On August 15, 2024, Mrs. Petranetska executed an Amendment to the Loan Agreement, increasing the loan amount to $150,000, with no other changes to the terms of the agreement. The Loan Agreement is non-binding and discretionary, bears no interest, is unsecured, and the loan agreement spans five years. As of August 31, 2024, Nataliia Petranetska has advanced to us $114,890, of which $64,551 was advanced during the year ended August 31, 2024 and $35,550 was repaid. The funds advanced by Nataliia Petranetska will be repaid from revenues of operations if and when we generate substantial revenues to pay the obligation.

 

Further, in July 2022, the Company issued a total of 15,116,279 shares of common stock to Nataliia Petranetska, officer and director in consideration of the cancelation of $65,000 Company`s salary debt.


13


 

ITEM 8. LEGAL PROCEEDING

 

None.

 

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

Our common stock is currently quoted on the OTC market “Pink Sheets” under the symbol SKYI. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

 

 

 

Price Range

Period

 

High

 

 

Low

Year Ended August 31, 2023:

 

 

 

 

 

First Quarter

 

$

0.0155

 

 

$

0.0082

Second Quarter

 

$

0.0023

 

 

$

0.0054

Third Quarter

 

$

0.0062

 

 

$

0.003

Fourth Quarter

 

$

0.0068

 

 

$

0.0032

Year Ended August 31, 2024:

 

 

 

 

 

 

 

First Quarter

 

$

0.0049

 

 

$

0.0033

Second Quarter

 

$

0.0054

 

 

$

0.0023

Third Quarter

 

$

0.0049

 

 

$

0.003

Fourth Quarter

 

$

0.0035

 

 

$

0.0011

 

As of August 31, 2024, our shares of common stock were held by 70 stockholders of record. The transfer agent of our common stock is VStock Transfer, LLC. Phone number is (212) 828-8436.

 

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

 

Securities issued during last three fiscal years:

 

June 15, 2022 - the Board of Directors of the Company has authorized the issuance of 5,000,000 preferred stock with 15 votes each in exchange for 5,000,000 restricted common stock.

 

November 23, 2022 - the Company converted salary debt to Nataliia Petranetska in the amount of $65,000 for the period from December 1, 2020, to December 31, 2021, into 15,116,279 common restricted shares at the conversion price of $0.0043.

 

December 12, 2022 - the Company converted salary debt to Khamijon Alimzhanov in the amount of $65,000 for the period from December 1, 2020, to December 31, 2021, into 15,116,279 common restricted shares at the conversion price of $0.0043.

 

January 5, 2023 - the Company converted salary debt to Khamijon Alimzhanov in the amount of $60,000 for the period from January 1, 2022, to December 31, 2022, into 13,333,333 common restricted shares at the conversion price of $0.0045.

 

March 31, 2023 - the Company converted debt to Zhang Yu in the amount of $75,000 into 15,000,000 common shares at the conversion price of $0.005.

 

May 1, 2023 - the Company converted debt to ITEQ Logic Ltd. in the amount of $52,500 into 15,000,000 common shares at the conversion price of $0.0035.


14


On May 1, 2023, the Company converted debt to Marketbiz Limited in the amount of $56,000 into 16,000,000 common shares at the conversion price of $0.0035.

 

On June 20, 2024, the Company converted debt to Zhang Yu in the amount of $24,537 into 4,907,400 common shares at the conversion price of $0.005.

 

ITEM 11. DESCRIPTION OF COMPANY’S SECURITIES TO BE REGISTERED

 

The following statements relating to the capital stock set forth the material terms of the Company’s securities; however, reference is made to the more detailed provisions of our Certificate of Incorporation and by-laws, copies of which are filed herewith.

 

Common Stock

 

Our Certificate of Incorporation authorize the issuance of 500,000,000 shares of common stock $0.001 per share. Our holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from legally available funds. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

 

Dividends

 

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly, the board of directors does not anticipate declaring any dividends prior to a business combination transaction, nor can there be any assurance that any dividends will be paid following any business combination.

 

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

Our directors and officers are indemnified as provided by the NRS and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS FOR THE YEARS MONTHS ENDED MAY 31, 2023 AND 2022

 

Report of Independent Registered Public Accounting Firm (ID: 6993)

F-1

Balance Sheets as of August 31, 2024 and 2023

F-3

Statements of Operations for the years ended August 31, 2024 and 2023

F-4

Statements of Stockholders’ Equity (Deficit) for the years ended August 31, 2024 and 2023

F-5

Statements of Cash Flows for the years ended August 31, 2024 and 2023

F-6

Notes to the Financial Statements

F-7 to F-12


15


Picture 1 

Report of the Independent Registered Public Accounting Firm

To the shareholders and the board of directors of

Sky Century Investment, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Sky Century Investment, Inc. as of August 31, 2024, and 2023 the related statements of operations, changes in stockholders' equity, and cash flows for each of the two years ended August 31, 2024, and 2023 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2024, and 2023 and the results of its operations and its cash flows for each of the two years ended August 31, 2024, and 2023 in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company suffered an accumulated deficit of $(805,466), net loss of $(72,920) and negative working capital of $(267,060).  These factors raise substantial doubt about the Company ability to continue as a going concern, the continuation of the Company as a going concern, is dependent upon improving the profitability and the continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide additional cash to meet the Company’s obligations as they become due.

 

These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

 

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements


F-1


taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

 

Cash and bank:

During our audit of the financial statements for the years ended August 31, 2024, and 2023, we noted that the Company did not maintain a corporate bank account. Instead, the Director’s personal bank account was used to receive all sales proceeds and to disburse cash for business-related expenses. This practice is inconsistent with the business entity concept, which requires a clear distinction between the financial activities of the business and its owners.

 

The transactions involving the Director's personal bank account were determined to be significantly material and unusual in nature, leading us to identify this as a critical audit matter. The lack of a corporate bank account presented challenges in verifying the existence and accuracy of cash and bank balances.

 

To address this critical audit matter, we performed the following audit procedures:

·Obtained and reviewed the Director’s personal bank statements to identify and assess transactions related to the Company. 

·Verified sales revenue and expenses recorded in the financial statements against the transactions reflected in the Director’s personal bank statements. 

·Independently circularized all customers and confirmation response confirmed the amounts of sales transactions during the period 

·Cross-checked all identified transactions to supporting documents, including contract agreements and invoices, to ensure they were related to the Company. 

·Tested the mathematical accuracy of management’s calculations related to the recorded transactions. 

 

Boladale Lawal & CO (PCAOB ID 6993)

 

We have served as the Company's auditor since 2024

Lagos, Nigeria

January 14, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


F-2


 

SKY CENTURY INVESTMENT, INC.

BALANCE SHEETS

 

 

August 31,

2024

 

August 31,

2023

ASSETS

 

 

 

 

 

Prepaid Expenses

$

25,900

 

 

$

-

 

Total Current Assets

 

25,900

 

 

 

-

 

 

 

 

 

 

 

 

 

Intangible Assets, Net

 

69,484

 

 

 

75,656

 

 

 

 

 

 

 

 

 

Total Assets

$

95,384

 

 

$

75,656

 

 

 

 

 

 

 

 

 

Liabilities And Stockholders’ Equity

 

 

 

 

 

 

 

Accounts Payable and Accrued Liabilities

$

188,897

 

 

$

109,000

 

Amount Due to a Related Party (Note 5)

 

104,063

 

 

 

75,062

 

Deferred Income

 

-

 

 

 

16,250

 

Total Current Liabilities

 

292,960

 

 

 

200,312

 

 

 

 

 

 

 

 

 

Total Liabilities

 

292,960

 

 

 

200,312

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

Common Stock, $0.001 Par Value, 500,000,000 Shares Authorized;

220,638,720 and 220,638,720 Common Shares Issued and Outstanding Respectively as of August 31, 2024 and 2023

 

220,639

 

 

 

220,639

 

Preferred Stock, $0.001 Par Value, 30,000,000 Shares Authorized;

5,000,000 and 0 Common Shares Issued and Outstanding Respectively as of August 31, 2024 and 2023

 

5,000

 

 

 

5,000

 

Additional Paid in Capital

 

382,251

 

 

 

382,251

 

Accumulated Deficit

 

(805,466)

 

 

 

(732,546)

 

Total Stockholders’ Deficit

 

(197,576)

 

 

 

(124,656)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

$

95,384

 

 

$

75,656

 

 

 

 

 

The accompanying notes are an integral part of these audited financial statements.


F-3


 

SKY CENTURY INVESTMENT, INC.

STATEMENTS OF OPERATIONS

 

 

Year Ended

August 31,

 

2024

 

2023

Revenues

 

 

 

 

 

Sales

$

51,800

 

$

69,760

Total Revenues

 

51,800

 

 

69,760

Cost of Revenues

 

34,672

 

 

25,219

Gross Profit

$

17,128

 

$

44,541

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

General and Administrative Expense

$

60,000

 

$

156,531

Professional Fees

 

30,048

 

 

21,471

Total Operating Expenses

 

90,048

 

$

178,002

 

 

 

 

 

 

Income (Loss) Before Income Taxes

$

(72,920)

 

$

(133,461)

Income Tax Expense

 

-

 

 

-

Net Income (Loss)

$

(72,920)

 

$

(133,461)

 

 

 

 

 

 

Net Loss Per Share - Basic and Diluted

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

Weighted Average Common Shares Outstanding - Basic and Diluted

 

220,638,720

 

 

184,188,164

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these audited financial statements.


F-4


SKY CENTURY INVESTMENT, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

Common stock

 

Preferred stock

 

Additional

paid-in capital

 

Accumulated

deficit

 

Total

stockholders’

deficit

 

No. of shares

 

Amount

 

No. of shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of August 31, 2022

140,046,251

 

$

140,047

 

5,000,000

 

$

5,000

 

$

155,343

 

$

(599,085)

 

$

(298,695)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of Convertible Notes

to Common Stock

80,592,469

 

 

80,592

 

-

 

 

-

 

 

226,908

 

 

-

 

 

307,500

Net Loss for the Period

-

 

 

-

 

-

 

 

-

 

 

-

 

 

(133,461)

 

 

(133,461)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of August 31, 2023

220,638,720

 

$

220,639

 

5,000,000

 

$

5,000

 

$

382,251

 

$

(732,546)

 

$

(124,656)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

-

 

 

-

 

-

 

 

-

 

 

-

 

 

(72,920)

 

 

(72,920)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of August 31, 2024

220,638,720

 

$

220,639

 

5,000,000

 

$

5,000

 

$

382,251

 

$

(805,466)

 

$

(197,576)

 

 

 

 

 

The accompanying notes are an integral part of these audited financial statements.


F-5


SKY CENTURY INVESTMENT, INC.

STATEMENTS OF CASH FLOWS

 

 

Year Ended

August 31,

 

2024

 

2023

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net Income/Loss

$

(72,920)

 

$

(133,461)

Adjustments to Reconcile Net Loss to Net Cash Provided by Operations:

 

 

 

 

 

Amortization

 

34,672

 

 

25,219

Changes in Operating Assets and Liabilities:

 

 

 

 

 

Accounts Receivable

 

-

 

 

21,000

Prepaid Expenses

 

(25,900)

 

 

74,880

Raw Materials Inventory

 

-

 

 

509

Accounts Payable and Accrued Liabilities

 

79,897

 

 

76,571

Deferred Income

 

(16,250)

 

 

16,250

Net Cash Used in Operating Activities

 

(501)

 

 

80,968

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Database Purchase

$

(28,500)

 

$

(100,875)

Net Cash Used in Investing Activities

 

(28,500)

 

 

(100,875)

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from Related Party Loan

$

64,551

 

$

126,917

Repayments on Related Party Loan

 

(35,550)

 

 

(107,385)

Net Cash Used in Financing Activities

 

29,001

 

 

19,532

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

-

 

 

(375)

 

 

 

 

 

 

Cash and Cash Equivalents, Beginning of Period

 

-

 

 

375

 

 

 

 

 

 

Cash and Cash Equivalents, End of Period

$

-

 

$

-

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

Cash Paid for Income Taxes

$

-

 

$

-

Cash Paid for Interest

$

-

 

$

-

 

 

 

 

 

The accompanying notes are an integral part of these audited financial statements.


F-6


 

SKY CENTURY INVESTMENT, INC.

NOTES TO THE FINANCIAL STATEMENTS

Years Ended August 31, 2023 and 2022

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

Sky Century Investment, Inc. (“SKYI” or the “Company”) was incorporated in the State of Nevada as a for-profit Company on May 4, 2012 and established a fiscal year end of August 31.  The Company has evolved in the direction of IT services recently.

 

The Company is in start-up stage and has incurred losses since inception.

 

NOTE 2 - GOING CONCERN

 

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

For the year ended August 31, 2024, the Company has generated a net loss of $72,920 with an accumulated deficit of $805,466 as of that date. The continuation of the Company is dependent upon the continuing financial support of its shareholders. Management believes this funding will continue, and is also actively seeking new investors. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification.

 

NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

The Company’s year-end is August 31.

 

Use of Estimates and Assumptions

In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the period reported. Actual results may differ from these estimates.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

 

Income Taxes

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and


F-7


requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Net Loss per Share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

There were no potentially outstanding dilutive shares for the years ended August 31, 2024 and 2023.

 

Intangible Assets

The Company follows the provisions of ASC 985, “Software”, which requires that all costs relating to the purchase or internal development and production of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological feasibility have been established. The Company capitalizes all eligible software costs incurred once technological feasibility is established.

 

In November 2022 and August 2024, the Company acquired databases for $100,875 and $28,500, respectively. As of August 31, 2024 and 2023, the total amount of intangible assets comprised of databases was $129,375 and $100,875, respectively. The databases will be amortized on a straight-line basis over the three years. As of August 31, 2024 and 2023, accumulated amortization of intangible assets was $59,125 and $25,219, respectively.

 

Prepaid Expenses

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.

 

As of August 31, 2024 and 2023, the amount of prepaid expenses was $25,900 and $0, respectively.

 

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for


F-8


which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

 

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

 

The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. 

Level 2Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. 

Level 3Pricing inputs that are generally observable inputs and not corroborated by market data. 

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.


F-9


 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as about the requisite conditions of competitive, free-market dealings may not exist. Representations transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the considerations that the Company expects to receive in exchange for those goods or services.

 

The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

 

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

 

NOTE 4 - STOCKHOLDERS’ DEFICIT

 

Common Stock

The Company is authorized to issue an aggregate of 500,000,000 common shares with a par value of $0.001 per share.

 

As of August 31, 2022, the Company had a total of 140,046,251 shares of its common stock issued and outstanding.

 

On November 1, 2022, the Company converted notes payable to Khamijon Alimzhanov in the amount of $74,000 into 21,142,857 common restricted shares at the conversion price of $0.0035.

 

On December 12, 2022, the Company converted salary debt to Khamijon Alimzhanov in the amount of $65,000 for the period from December 1, 2020, to December 31, 2021, into 15,116,279 common restricted shares at the conversion price of $0.0043.

 

On January 5, 2023, the Company converted salary debt to Khamijon Alimzhanov in the amount of $60,000 for the period from January 1, 2022, to December 31, 2022, into 13,333,333 common restricted shares at the conversion price of $0.0045.

 

On May 1, 2023, the Company converted debt to ITEQ Logic Ltd. in the amount of $52,500 into 15,000,000 common shares at the conversion price of $0.0035.

 

On June 6, 2023, the Company converted debt to Marketbiz Limited in the amount of $56,000 into 16,000,000 common shares at the conversion price of $0.0035.

 

As of August 31, 2024, the Company had a total of 220,638,720 shares of its common stock issued and outstanding.


F-10


 

Preferred Stock

The Company is authorized to issue an aggregate of 30,000,000 preferred shares with a par value of $0.001 per share.

 

As of August 31, 2024, the Company had a total of 5,000,000 shares of its preferred stock issued and outstanding.

 

Stock Options

As of August 31, 2024, the Company has not granted any stock options and has not recorded any stock-based compensation.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

As of August 31, 2024 and 2023, the amount due to a related party was $104,063 and $75,062, respectively. This amount represented advances made by a director, Nataliia Petranetska, to the Company for its working capital purposes. These advances were unsecured, interest free and with no fixed terms of repayment.

 

As of August 31, 2024 and 2023, the payroll liabilities to director were $160,000 and $100,000, respectively.

 

On July 1, 2022 the Company authorized to issue 30,232,558 shares of Common stock for the cancelation of $130,000 Company debt. $65,000 was converted to equity in November 2022 and $65,000 was converted to equity in December 2022.

 

On December 5, 2022 the Company authorized to issue 13,333,333 shares of Common stock for the cancelation of $60,000 Company debt. $60,000 was converted to equity in January 2023.

 

NOTE 6 - THIRD PARTY TRANSACTIONS

 

On September 4, 2020 Sky Century Investment, Inc. entered into Loan Assignment Agreement (“Agreement”) with Zhang Yu and Xiaoying Lei. Terms of the Agreement indicated that Xiaoying Lei assigned the loan of $99,537 that he provided to the Company to Zhang Yu. A conversion clause was added to the loan making it convertible into common shares of the Company at a 70%-discount to the market price at the time of conversion the day after the Note becomes due, or at fixed price of $0.005 per share. As of August 31, 2024 and 2023, $99,537 was converted to equity.

 

On November 1, 2022 the Promissory Note was issued and signed by and between Sky Century Investment, Inc and Cannabis News LLC in addition to the Asset Purchase Agreement dated February 29, 2020. The Promissory Note was issued to pay off the Company's debt in shares. Sky Century Investment, Inc. agreed to transfer to Cannabis News LLC a cumulative total of 21,142,857 common shares per value $0.0035 per share in exchange for the Company`s debt of Seventy-Four Thousand U.S. Dollars ($74,000). The shares will be delivered to Cannabis News LLC within 60 days following the execution of the agreement. As of August 31, 2024 and 2023, $74,000 was converted to equity.

 

On November 14, 2022 the Data Purchase Agreement were signed by Sky Century Investment, Inc. and ITEQ Logic Ltd. On December 1, 2022 the Amendment to Data Purchase Agreement and the Promissory Note were issued. The total amount under the Promissory note is $100,875. As of August 31, 2024 and 2023, $52,500 was converted to equity.

 

On December 2, 2021 the Agreement were signed by Sky Century Investment, Inc. and Marketbiz Limited.  On January 2, 2023 the Amendment to the Agreement and the Promissory Note were issued. The total amount under the Promissory Note is $109,760. As of August 31, 2024 and 2023, $56,000 was converted to equity.

 

NOTE 7 - INCOME TAXES

 

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740 “Income Taxes” (“ASC 740”). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of August 31, 2024, the Company had net operating loss carry forwards of approximately $805,466 that may be available to reduce future years’ taxable income in varying amounts through 2039. Future tax benefits which may arise as a result of these losses have not been recognized in these financial


F-11


statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The valuation allowance as of August 31, 2024, was approximately $169,148. The net change in valuation allowance during the year ended August 31, 2024, was $(15,313). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

 

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of August 31, 2024. All tax years since inception remain open for examination by taxing authorities.

 

For the years ended August 31, 2024 and 2023, the provision for Federal income tax consists of the following:

 

 

August 31, 2024

 

August 31, 2023

Non-current deferred tax assets:

 

 

 

 

 

Net operating loss carry forward

$

(805,466)

 

$

(732,546)

Total deferred tax assets

 

(169,148)

 

 

(153,835)

Valuation allowance

 

169,148

 

 

153,835

Net deferred tax assets

$

-

 

$

-

 

The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the years ended August 31, 2024 and 2023, as follows:

 

 

August 31, 2024

 

August 31, 2023

Computed “expected” tax expense (benefit)

$

(805,466)

 

$

(732,546)

Change in valuation allowance

 

(15,313)

 

 

(28,028)

Actual tax expense (benefit)

$

-

 

$

-

 

The related deferred tax benefit on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.

 

NOTE 8 - SUBSEQUENT EVENTS

 

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to August 31, 2024 through December 30, 2024, and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

 

 

 

 

 

 

 

 


F-12


ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Incorporation, as amended

 

 

 

3.2

 

By-laws, as amended

 

 

 

10.1

 

Asset Purchase Agreement with Cannabis News LLC dated February 29, 2020.

 

 

 

10.2

 

Promissory Note with Cannabis News LLC dated February 29, 2020.

 

 

 

10.3

 

Data Purchase Agreement with ITEQ Logic Ltd. dated November 14, 2022.

 

 

 

10.4

 

Amendment to the Data Purchase Agreement with ITEQ Logic Ltd. dated December 1, 2022.

 

 

 

10.5

 

Promissory Note with ITEQ Logic Ltd. dated December 1, 2022.

 

 

 

10.6

 

Software Lease Agreement with Markebitz Limited dated December 2, 2021.

 

 

 

10.7

 

Amendment to the Software Lease Agreement with Markebitz Limited dated January 2, 2023.

 

 

 

10.8

 

Promissory Note with Markebitz Limited January 2, 2023.

 

 

 

10.9

 

Employment Agreement with Nataliia Petranetska dated July 30, 2020.

 

 

 

10.10

 

Compensation Agreement with Nataliia Petranetska dated December 1, 2020.

 

 

 

23.1

 

Consent of Independent Auditor

 

 

 

 

 

 

 

 

 

 

 

 

 


16


 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Date: January 14, 2025

By: /s/ Nataliia Petranetska

 

Nataliia Petranetska

 

President, Director, Treasurer

& Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


17

ATTACHMENTS / EXHIBITS

CERTIFICATE OF INCORPORATION

BYLAWS

ASSET PURCHASE AGREEMENT WITH CANNABIS NEWS LLC DATED FEBRUARY 29, 2020

PROMISSORY NOTE WITH CANNABIS NEWS LLC DATED FEBRUARY 29, 2020

DATA PURCHASE AGREEMENT WITH ITEQ LOGIC LTD. DATED NOVEMBER 14, 2022

AMENDMENT TO THE DATA PURCHASE AGREEMENT WITH ITEQ LOGIC LTD. DATED DECEMBER 1, 2022

PROMISSORY NOTE WITH ITEQ LOGIC LTD. DATED DECEMBER 1, 2022

SOFTWARE LEASE AGREEMENT WITH MARKEBITZ LIMITED DATED DECEMBER 2, 2021

AMENDMENT TO THE SOFTWARE LEASE AGREEMENT WITH MARKEBITZ LIMITED DATED JANUARY 2, 2023

PROMISSORY NOTE WITH MARKEBITZ LIMITED JANUARY 2, 2023

EMPLOYMENT AGREEMENT WITH NATALIIA PETRANETSKA DATED JULY 30, 2020

COMPENSATION AGREEMENT WITH NATALIIA PETRANETSKA DATED DECEMBER 1, 2020

CONSENT OF INDEPENDENT AUDITOR



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