SKYI 10-K & 10-Q changes, risk factors and insider trading

Forward-Looking Statements

This Form 10-K 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 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.

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. In the event of high demand, if Mrs. Petranetska is unable to manage the workload, the Company plans to expand its staff to support operations. 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.

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.

Legal and Regulatory Challenges may affect business operations.

The Company operates across multiple business lines, including IT & Server Leasing, Marketing (SEO), purchasing of RSS feeds, and application. Each of these sectors is subject to a unique set of legal and regulatory requirements, which may vary depending on the jurisdiction. As a result, the Company faces challenges related to compliance with applicable laws and regulations, including potential changes in those regulations that could affect our operations.

In addition to the legal complexities inherent in each business line, the Company must also navigate risks associated with cross-border legal environments, which could complicate the enforcement of rights and obligations. These challenges may result in increased legal costs, delays, or other operational impacts. Consequently, prospective investors should carefully consider the regulatory risks associated with the Company’s diverse business operations and seek legal counsel if needed to better understand the potential legal implications.

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.

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.

Some of the statements contained in this Form 10-K 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 Form 10-K, 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 Form 10-K. 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 Securities and Exchange Commission (“SEC”).

RESULTS OF OPERATIONS

Results of Operations for the year ended August 31, 2025, as compared to the year ended August 31, 2024

Revenue

During the years ended August 31, 2025 and 2024, we have generated total revenues of $76,338 and $51,800, respectively. Revenue for 2025 increased by 47%, or $24,538, primarily due to the expansion of our business lines, higher proper outreach to existing customers and the acquisition of new ones.

Cost of revenues for the years ended August 31, 2025 and 2024 were $51,859 and $34,672, respectively. Cost of revenue consists of amortization expenses for an intangible asset (database, RSS Feeds, API and website update costs). Cost of revenue for 2025 increased by 50%, or $17,187. The increase was primarily due to the acquisition of a new database in August 2024; the capitalization of website update costs in December 2024; the acquisition of RSS feeds and API in May 2025; the capitalization of API code optimization costs in August 2025.

Operating expenses

We had total operating expenses of $141,110 and $90,048, during the years ended August 31, 2025 and 2024, respectively. The operating expenses for the years ended August 31, 2025 and 2024 included general and administrative expenses of $98,823 and $60,000; and professional fees of $42,287 and $30,048, respectively. Total operating expenses for 2025 increased by 57%, or $51,062. The overall increase in total expenses was due to software development expenses, consulting services and higher professional fees incurred in the current period.

Other Income (Expenses)

The total other expenses for the years ended August 31, 2025 and 2024 were $594 and $0, respectively. Other expenses included interest on the debt.

Net Income (Loss)

During the years ended August 31, 2025 and 2024, we had net losses of $117,225 and $72,920, respectively. Net losses for 2025 increased by 61%, or $44,305. The main impact on the increase in net loss was the increase in operating expenses as described above.

Liquidity and Capital Resources and Cash Requirements

The following table summarizes total current assets, liabilities and working capital deficit as of August 31, 2025 and 2024:

As of August 31, 2025 and 2024, the Company had cash of $477 and $0, respectively. The Company had a working capital deficit of $395,472 and $267,060 as of August 31, 2025 and 2024, respectively.

Cash flows provided by operating activities for 2025 increased by $46,982 compared to 2024. This increase was primarily driven by increased accounts payable and deferred income offset by amortization expense compared to the prior year. During the year ended August 31, 2025, the Company used $46,481 of cash in operating activities due to its net loss of $117,225; amortization of $51,859; prepaid expenses of $24,400; accounts payable; accrued liabilities of $59,897 and deferred income of $27,550. 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.

Investing activities used $92,140 of cash in 2025 compared with $28,500 in 2024. During the year ended August 31, 2025, the Company had $92,140 of cash in investing activities consisting of capitalized website update costs, capitalized API code optimization costs and the acquisition of RSS feeds and API. During the year ended August 31, 2024, the Company had $28,500 of cash in investing activities consisting of acquisition of intangible assets.

Financing activities generated $46,136 of cash in 2025 and used $29,001 in 2024. During the year ended August 31, 2025, the Company generated $46,136 of cash in financing activities, which came from common stock issuance of $29,094 and proceeds from related party loans of $23,173, offset by $6,131 in repayments to related parties. During the year ended August 31, 2024, the Company generated $29,001 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.

Critical Accounting Policies and Significant Judgments and Estimates

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.

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.

Our primary revenue streams are:

·RSS Feeds: The Company offers the sale of RSS feeds designed to meet the diverse needs of customers in the cannabis news industry. These feeds include a variety of cannabis-related news and information, including news updates, market analyses, industry trends, and regulatory changes. The Company generates and sells a file that contains links to the RSS Feeds where the customer receives the information and use it on its own.

·Podcasts: In addition to selling RSS feeds, the Company generates the file by providing links to access various podcasts that delve into different aspects of the cannabis industry. The company does not produce the podcasts themselves. In these podcasts, customers can find discussions, interviews with industry leaders, expert opinions, and analyses of key trends and events shaping the cannabis landscape. The Company generates and sells a file that contains links to podcasts where the customer receives the information and use it on its own.

·IT services: The Company provides IT services focusing on server leasing and technical support. Our server leasing solutions are designed to meet the diverse needs of businesses, offering scalable options to ensure optimal performance and reliability. Our technical support services provide clients with assistance in managing and maintaining their server infrastructure, ensuring that systems operate efficiently and securely. Through the leasing service, customers gain access to servers tailored to their business needs, including various configurations based on performance, storage capacity, and scalability. Through technical support, the customers receive support documentation that details the setup process, usage guidelines, and maintenance protocols.

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606 using the following 5-step process:

Step 1: Identify the Contract

The Company identifies contracts through the agreement and invoices issued to customers that specify the services to be provided.

Step 2: Identify Performance Obligations

The Company identifies the following primary performance obligations in our typical contracts:

·sending a file containing links to RSS feeds or Podcasts;

·access to servers or sending support technical documentation Step 3: Determine Transaction Price The transaction price is the amount of consideration we expect to receive in exchange for transferring promised goods or services. In our case, this includes fixed fees specified in the agreement and invoices.

Step 4: Allocate Transaction Price

The Company allocates the transaction price to each performance obligation based on their relative standalone selling prices.

Step 5: Recognize Revenue

The Company recognizes revenue when (or as) we satisfy performance obligations by transferring control of promised goods or services to customers:

·RSS Feeds: Revenue is recognized when a customer obtains control of promised goods or services. This usually coincides with the issuance of an invoice. However, on a case-by-case basis, as an exception, the parties may mutually agree on specific dates for the provision of services that do not coincide with the date of the contract.

·Podcasts: Revenue is recognized when a customer obtains control of promised goods or services. This usually coincides with the issuance of an invoice.

·IT services: Revenue is typically recognized over time as the service is provided.

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.

Limited Operating History and Need for Additional Capital

The first primary business line of the Sky Century Investment, Inc. is IT Services. This segment primarily involves:

During the three months ended May 31, 2026 and 2025, we had a net loss of $4,347 and $13,047, respectively. This represents a decrease of $8,700, or 67% from the prior year loss. The main impact was the increase in revenue and in operating expenses as described above.

Results of Operations for the nine months ended May 31, 2026 as compared to the nine months ended May 31, 2025

During the nine months ended May 31, 2026 and 2025, we have generated total revenues of $94,820 and $44,938, respectively. This represents an increase of $49,882 or approximately 111% year-over-year. The increase in revenue during the nine months ended May 31, 2026, compared to the same period in 2025, was primarily due to the implementation of a targeted customer outreach strategy, which was not in place during the same period last year.

Cost of revenues for the nine months ended May 31, 2026 and 2025 were $ 42,346 and $34,849, respectively. Cost of revenue consists of amortization expenses for an intangible asset (database, RSS Feeds, API and website update costs). Cost of revenue for 2026 increased by 22%, or $7,497. The increase was primarily due to the acquisition of RSS Feeds in November 2025 and May 2026.

We had total operating expenses of $79,447 and $90,915, during the nine months ended May 31, 2026 and 2025, respectively. The operating expenses for the nine months ended May 31, 2026 and 2025 included general and administrative expenses of $47,189 and $54,369; and professional fees of $32,258 and $36,546, respectively. Total operating expenses for 2026 decreased by 13%, or $11,468. The overall decrease in total expenses was due to lower general and administrative expenses and professional fees incurred in the current period.