SKYI Sky Century Investment Inc (PK)

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.

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.

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

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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  

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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.

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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:

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.

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The Company does not hold any leased office spaces.

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.

(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  

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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.

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.

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).

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.

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.

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None.

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.

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.

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.

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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.

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.

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.

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

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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

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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

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SKY CENTURY INVESTMENT, INC.

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

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SKY CENTURY INVESTMENT, INC.

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

F-4

SKY CENTURY INVESTMENT, INC.

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

F-5

SKY CENTURY INVESTMENT, INC.

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

F-6

SKY CENTURY INVESTMENT, INC.

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

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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.

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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.

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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:

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:

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

None.

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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.

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SKY CENTURY INVESTMENT, INC.

A Nevada Corporation

ARTICLE I

SHAREHOLDERS

1.Annual Meeting 

A meeting of the shareholders shall be held annually for the elections of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2.Special Meetings 

Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

3.Place of Meetings 

Meetings of the shareholders shall be held at such place within or outside of the State of Nevada as may be fixed by the Board of Directors. If no place is fixed, such meetings shall be held at the principal office of the Corporation.

4.Notice of Meetings 

Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called.

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Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon paid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.

5.Waiver of Notice 

Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

6.Inspectors of Election 

The Board of Directors, in advance of any shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.

The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect

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of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge; question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

7.List of Shareholders at Meetings 

A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

8.Qualification of Voters 

Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares into the name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

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No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

9.Quorum of Shareholders 

The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10.Proxies 

Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

11.Vote or Consent of Shareholders 

Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

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Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders.

12.Fixing the Record Date 

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten or more than sixty days before the date of such meeting, nor more than sixty days prior to any other action.

When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1.Power of Board and Qualifications of Directors 

The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.

2.Number of Directors 

The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director.

3.Election and Term of Directors 

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At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

4.Quorum of Directors and Action by the Board 

A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

5.Meetings of the Board 

An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.

Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of conference telephone or similar communications equipment.

No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Nevada time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Nevada time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the

6

meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.

A notice, or waive of notice, need not specify the purpose of any meeting of the Board of Directors.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

6.Resignations 

Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

7.Removal of Directors 

Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8.Newly Created Directorships and Vacancies 

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

9.Executive and Other Committees of Directors 

The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs

7

shareholders’ approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or can not be repealed; or (f) the removal or indemnification of directors.

The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

Each such committee shall serve at the pleasure of the Board of Directors.

10.Compensation of Directors 

The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

11.Interest of Directors in a Transaction 

Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.

Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote

8

of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.

ARTICLE III

OFFICERS

1.Election of Officers 

The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

2.Other Officers 

The Board of Directors may appoint such other officers and agents as it shall deem necessary that shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3.Compensation 

The salaries of all officers and agents of the Corporations shall be fixed by the Board of Directors.

4.Term of Office and Removal 

Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5.President 

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The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meeting of the shareholders and the Board of Directors.

The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

6.Vice Presidents 

The Vice Presidents, in the order designated by the Board of Directors, or in absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

7.Secretary and Assistant Secretaries 

The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be described by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8.Treasurer and Assistant Treasurers 

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The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event the Treasurer’s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

9.Books and Records 

The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Nevada or at the office of its transfer agent or registrar in the State of Nevada, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

10.Checks, Notes, etc. 

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All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFER OF SHARES

1.Forms of Share Certificates 

The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Nevada; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which certificate represents.

2.Transfers of Shares 

No share or other security may be sold, transferred or otherwise disposed of without the consent of the directors or until the Company is a reporting issuer, as defined under the Securities Exchange Act of 1933. The directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

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Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

3.Lost, Stolen or Destroyed Share Certificates 

No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

ARTICLE V

OTHER MATTERS

1.Corporate Seal 

The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

2.Fiscal Year 

The fiscal year of the Corporation shall be the twelve months ending May 31st, or such other period as may be fixed by the Board of Directors.

3.Amendments 

Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws

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adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.

If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

APPROVED AND ADOPTED this January 10, 2020.

/s/ Khamijon Alimzhanov

President and Director of Sky Century Investment, INC.

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ASSET PURCHASE AGREEMENT

BY AND BETWEEN

SKY CENTURY INVESTMENT, INC., AS PURCHASER

AND

KHAMIJON ALIMZHANOV, AS SELLER

DATED AS OF FEBRUARY 29, 2020

This Asset Purchase Agreement (this “Agreement”) is made on this 29^th day of February 2020, by and between, SKY CENTURY INVESTMENT, INC., a Nevada corporation (the “Purchaser”) and KHAMIJON ALIMZHANOV, (the “Seller”), an individual.

RECITALS

WHEREAS, Purchaser desires to purchase from Seller 100% of proprietorship of Cannabis News LLC, a Wyoming limited liability company owned by Seller, with Cannabis News application solely owned by Cannabis News LLC; and

WHEREAS, Seller desires to sell to Purchaser 100% of proprietorship of Cannabis News LLC, a Wyoming limited liability company owned by Seller, including Cannabis News application, along with all the certified access codes and licenses, owned by the Seller in accordance with the terms, and subject to the conditions, contained in this Agreement; and

WHEREAS, Seller agrees to further dedicate its best efforts to developing and improving Cannabis News Application to the extent it deems necessary and appropriate.

IN CONSIDERATION OF the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound subject to the terms and conditions herein set forth, hereby agree as follows:

1. Purchase and Sale of Assets; Purchase Price.

1.1 Contribution and Agreement to Sell and Purchase Assets.

(a) Seller will:

(i)sell, convey, assign and transfer to Purchaser free and clear of all liens and encumbrances the 100% of proprietorship of Cannabis News LLC owned by Seller; 

(ii)sell, convey, assign and transfer to Purchaser free and clear of all liens and encumbrances the 100% of proprietorship of Cannabis News Application owned by Cannabis News LLC, along with all the certified access codes and licenses; 

(b) The total purchase price and consideration to be paid by the Purchaser for the purchased assets and all accrued benefits and rights attaching thereto is one hundred ninety-eight thousand U.S. dollars ($198,000) (the “Purchase Price”).

1.2 Description of Assets.

Cannabis News Application owned by Cannabis News LLC is a mobile application which purpose and designation are to collect and combine cannabis related news from various sources and providing it to users in a convenient way. The Seller hereby agrees and confirms that it is obliged to further continue to develop and promote its product.

Seller hereby acknowledges it has conducted all the necessary due diligence on Cannabis News Application regarding its working capacity. Seller further acknowledges Cannabis News Application is fully operable and functioning in full.

2. Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) is being held remotely via electronic or other exchange of closing deliverables, or at such physical location as the parties may mutually agree upon, concurrently with the execution and delivery of this Agreement. The “Closing Date” is February 29, 2020.

2.1 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any real property transfer Tax and any other similar Tax) shall be borne and paid when due by the party responsible for such taxes under applicable Law. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

3. Representations and Warranties of the Seller and the Company. The Seller and the Company hereby, jointly, and severally, represent and warrant to the Purchaser as follows:

3.1 Authorization, Enforceability.

(i) The Seller has full legal capacity to execute and deliver this Agreement and the Transaction Documents to be executed and delivered by the Seller and to perform the Seller’s obligations under this Agreement and such Transaction Documents. The Seller’s execution, delivery and performance of this Agreement and the Transaction Documents to which the Seller is a party and the consummation of the transactions contemplated by this Agreement and such Transaction Documents by the Seller (i) are within the powers and authority of the Seller and (ii) do not (A) require any action by or in respect of, or filing with, any Governmental Authority or any other Person, including the receipt by the Seller or the Company of any Governmental Approval or other Consent, or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Law applicable to the Seller or any Contract to which the Seller or any of the Seller’s properties is bound or subject.

(ii) This Agreement and each of the Transaction Documents entered into by the Seller are the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms.

(iii) There is no pending or, to Seller’s Knowledge, threatened Litigation, and no Order entered (A) imposing or seeking to impose limitations on the Seller’s ability to hold or exercise full rights of ownership of any of the Purchased Assets (B) restraining or enjoining or prohibiting or seeking to restrain, enjoin or prohibit the Seller from consummating the transactions contemplated by this Agreement or the other Transaction Documents to which the Seller is a party.

3.2 No Violations. The Seller’s execution, delivery and performance of this Agreement and the Transaction Documents to be executed, delivered and performed by the Seller and the consummation of the transactions contemplated hereby and thereby, do not and will not (with or without the giving of notice or the lapse of time or both) result in a violation or breach of or default under, vest or create in any other Person any right or claim under, or result in the creation of any Lien (or any obligation to create any Lien) upon the Purchased Assets or any of the properties or assets of the Company, (a) any Law applicable to the Seller, the Company or any of their respective properties or assets considered as a whole, (b) any provision of any of the Organizational Documents of the Company or (c) any Contract to which the Seller or any Company is a party or by which any of their respective properties or assets considered as a whole may be bound.

3.3 Corporate Status.

(a) Organization. Company is duly organized, validly existing and in good standing under the laws of Wyoming and has full corporate or limited liability company power and authority, as applicable, to conduct its business and to own or lease and to operate its properties as presently being conducted.

(b) Qualification to do Business. The Company is duly qualified to do business and in good standing and qualified in each jurisdiction where the failure to qualify would have a Material Adverse Effect upon the Company.

(c) Subsidiaries or Interests in Other Persons. The Company does not have any Subsidiaries. The Company does not own any debt, equity or other ownership or financial interest in any other Person.

3.4 Financial Statements. The Seller and the Company have delivered to the Purchaser true and complete in all material respects copies of the Company’s Financial Statements. The Financial Statements have been derived from the financial books and records of account of the Company. The Financial Statements have been prepared in accordance with the Company’s standard accounting practices and procedures consistently applied for the periods indicated in the Financial Statements. The financial books and records of account of the Company have been maintained in the ordinary course of business and accurately and fairly reflect, in reasonable scope and detail in accordance with good business practice, the transactions and assets and liabilities of the Company and such other information as is contained in the financial books and records. The balance sheets included in the Financial Statements present fairly the financial position of the Company as at the

respective dates thereof; and the statements of income, profits and losses, statements of shareholder’s equity and statements of cash flows included in such Financial Statements present fairly the results of operations and changes in shareholders’ equity and cash flows of the Company for the respective periods indicated.

3.5 Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the most recent balance sheet of the Company included in the Interim Financial Statements (the date of such balance sheet, the “Balance Sheet Date”); and (ii) those which have been incurred in the ordinary course of business since the Balance Sheet Date.

3.6 Absence of Changes.  Since the Incorporation Date, (i) the Company has carried on their business in the ordinary course consistent with past practice, and (ii) there has been no event, occurrence, change or development that has had a Material Adverse Effect. Upon closure of the transaction, the Seller will continue to operate as an independent entity in a course it deems necessary.

3.7 Tax Matters.

(a) (i) all Tax Returns of the Company that were required to be filed on or before the date of this Agreement have been duly and timely filed and are correct and complete in all material respects, (ii) all Taxes for periods prior to the Closing and due and payable prior to Closing by the Company has been paid on or before the Closing or an adequate provision therefor has been made on the financial books and records of the Company, and (iii) Company is currently not a beneficiary of any extension of time within which to file any Tax Return.

(b) None of the assets of the Company are subject to a Lien with respect to Taxes except Permitted Liens.

(c) There are no pending claims (other than a claim that has been finally settled and fully paid) concerning any possible liability for Taxes of the Company asserted, raised or, to the Seller’s Knowledge, threatened by the IRS or any other taxing authority.

(d) Company has not: (i) waived any statute of limitations, (ii) agreed to any extension of the period for assessment or collection, or (iii) executed or filed any power of attorney with respect to Taxes, which waiver, extension, agreement or power of attorney is currently in force.

3.8 Litigation. There is no Litigation pending, or to Seller’s Knowledge threatened, by or against any of the Seller, the Company or any of their respective properties or assets. There are no outstanding Orders against any of the Seller or the Company.

3.9 Compliance with Laws. The Company is in compliance with all Laws applicable to it or any of its respective properties, assets, operations or business other than violations which, individually or in the aggregate, would not have a Material Adverse Effect.

3.10 Disclaimer of Implied Warranties. Except as otherwise expressly set forth in this Agreement, neither the Seller nor Company, nor any officer, director, employee, representative or agent thereof make any representations or warranties of any kind or nature, whether express, or implied, with respect to the Seller, the Company, or any of their respective assets, liabilities, operations, prospects or otherwise. Seller expressly disclaim any representations or warranties of any kind or nature, express or implied, written or oral, as to the condition, value or quality of the business, Purchased Assets, assets or real property, and Seller specifically disclaims any representation or warranty of merchantability, usage, suitability or fitness for any particular purpose, and Purchaser shall rely on its own examination and investigation thereof as well as the representations and warranties set forth solely in this Agreement or any other Transaction Document.

4. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as follows:

4.1 Corporate Status, Authorization; Capitalization. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Purchaser has the corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which the Purchaser is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action of the Purchaser. The Purchaser has duly executed and delivered this Agreement and each Transaction Document to which the Purchaser is a Party. This Agreement and each Transaction Document to which the Purchaser is a Party constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its respective terms.

4.2 Absence of Changes.  Since the Incorporation Date, there has been no event, occurrence, change or development that has had a Material Adverse Effect. Purchaser is now conducting business in the area of CBD products.

4.3 Litigation. There is no pending or, to the Purchaser’s knowledge, threatened Litigation, and no Order entered or outstanding restraining or enjoining or prohibiting or seeking to restrain, enjoin or prohibit the Purchaser from consummating the transactions contemplated by this Agreement and the other Transaction Documents.

4.4 Access to Information. Purchaser and its representatives have had full and complete access to the assets, personnel, properties, Books, Records, agreements, leases and documents of the Company and Seller and have had the opportunity to inspect such items, and to make such further inquiries of the Seller and Company and their representatives, in their discretion, have determined to be necessary to evaluate the Company and the acquisition of the Transferred Equity. The Purchaser acknowledges that it has had the opportunity to conduct due diligence and investigation with respect to this transaction. The Purchaser further acknowledges that, to the extent the Purchaser as any of the Purchaser’s Representatives, by reason of such due diligence

and investigation whether or not undertaken, knew or should have known that any representation or warranty by the Seller or Company is or might be inaccurate or untrue, this constitutes a release and waiver of any and all actions, claims, suits, damages or rights to indemnity, at law or in equity, against the Seller by the Purchaser arising out of breach of that representation or warranty.

4.5 No Approvals Required. No consent, approval, or authorization of any third party or Governmental Authority is required in connection with the execution and delivery by Purchaser of this Agreement or the Transaction Documents or the consummation of the transactions contemplated hereby or thereby.

4.6 Purchaser’s Industry Knowledge. Purchaser’s representations and warranties that it has the requisite knowledge and industry expertise to operate the Business as Seller and Company has operated the Business.

4.7 Cannabis News Application. Purchaser hereby acknowledges it has performed all the necessary testing on the performance of Cannabis News Application. Purchaser further acknowledges it has found the features of Cannabis News Application satisfactory.

5. Indemnifications.

5.1 Survival of Representations and Warranties. The representations and warranties contained in this Agreement shall survive the Closing until the date that is eighteen (18) months after the Closing (the “Termination Date”) and shall thereupon expire, together with any right to indemnification for a breach or inaccuracy thereof and be of no further force or effect. The covenants contained in this Agreement shall survive for the period set forth therein or otherwise until fully performed in accordance with the terms thereof.

5.2 Indemnification by Seller. Subject to the limitations set forth in this Agreement, from and after the Closing Date, the Seller will indemnify and hold harmless the Purchaser and its directors, officers, and agents (hereinafter referred to individually as a “Purchaser Indemnified Person” and collectively as the “Purchaser Indemnified Persons”), from and against any and all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any Purchaser Indemnified Person resulting from, relating to, arising out of, or in connection with:

(i) any breach or default by the Seller in connection with any of the covenants and agreements given or made by the Seller in this Agreement.

The Purchaser and the Purchaser Indemnified Persons shall take and cause their Affiliates to take all reasonable steps to mitigate any Indemnifiable Losses upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Indemnifiable Losses.

5.3 Indemnification by the Purchaser. Subject to the limitations set forth in this Section, the Purchaser will indemnify and hold harmless the Seller and his estate and personal representatives (hereinafter referred to individually as a “Seller Indemnified Person” and

collectively as the “Seller Indemnified Persons”) from and against any and all Indemnifiable Losses that may be imposed upon, incurred by or asserted against any Seller Indemnified Person resulting from, relating to, arising out of or in connection with:

(i) any misrepresentation or breach or default by the Purchaser in connection with any of the representations and warranties made by the Purchaser; and

(ii) any breach or default by the Purchaser in connection with any of the covenants and agreements given or made by the Purchaser in this Agreement; or

(iii) Purchaser’s ownership of the Company or the conduct or operation of the business or affairs of the Company following the Closing Date, including any liabilities or obligations thereof.

The Seller and the Seller Indemnified Persons shall take and cause their Affiliates, if any, to take all reasonable steps to mitigate any Indemnifiable Losses upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Indemnifiable Losses.

6. Definitions.

6.1 Terms.

6.1.1. Generally. The words “hereby,” “herein,” “hereof;” “hereunder” and words of similar import refer to this Agreement as a whole (including any Schedules hereto) and not merely to the specific section, paragraph or clause in which such word appears. All references herein to Articles, Sections, and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The definitions given for terms in this Section 6 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein, all references to “dollars” or “$” shall be deemed references to the lawful money of the United States of America. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

6.2 Certain Terms. Whenever used in this Agreement (including in the Exhibits and Schedules), the following terms shall have the respective meanings given to them below or in the Sections indicated below:

Affiliate: with respect to any Person specified: (i) any Person that directly or indirectly through one or more intermediaries controls, is controlled by or under common control with the Person specified; (ii) any director, officer, or Subsidiary of the Person specified; and (iii) any Family Member of the Person specified. For purposes of this definition and without limitation

to the previous sentence, (x) “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) of a Person means the power, direct or indirect, to direct or cause the direction of management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, and (y) any Person beneficially owning, directly or indirectly, more than ten (10%) percent or more of any class of voting securities or similar interests of another Person shall be deemed to be an Affiliate of that Person.

Agreement: has the meaning set forth in the introductory paragraph hereto.

Books and Records: all financial records and books of account of the Company.

Business Day: a day other than a Saturday, a Sunday or other day on which banking institutions in New York, New York are authorized or required to close.

Closing: has the meaning set forth in Section 2.

Closing Date: has the meaning set forth in Section 2.

Company: has the meaning set forth in the introductory paragraph hereto.

Consent: any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

Contract: any note, bond, mortgage, indenture, guarantee, license, lease, agreement, contract, or other binding obligation, including all amendments thereto.

Family Member: with respect to any Person specified, means the spouse, parents, children, siblings, mothers in law, fathers in law, sons in law, daughters in law, brothers in law, and sisters in law of the Person specified, whether arising by blood, marriage or adoption.

Financial Statements: Year-End Financial Statements and the Interim Financial Statements, collectively.

Governmental Approval: any Consent of, with, or to any Governmental

Authority.

Governmental Authority: any legislative, executive, judicial, or administrative body, including any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality, of the government of the United States or of any foreign country, any state or any political subdivision of any such government (whether state, provincial, county, city, municipal or otherwise).

Indemnifiable Losses: all losses, liabilities, obligations, claims, demands, damages, penalties, settlements, causes of action, costs and expenses, and all reasonable investigation and attorneys’, experts’ and accountants’ fees, expenses and disbursements and court costs.

IRS: the U.S. Internal Revenue Service.

Knowledge: “to Seller’s Knowledge” or words to that effect shall mean, with respect to Seller or the Company, the actual knowledge of Seller, without any duty to investigate.

Law: means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

Lien: exclusive of Permitted Liens, any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, interest, option, right of first offer, negotiation or refusal, right of purchase, proxy, lien, charge or other restrictions or limitations of any nature whatsoever, including but not limited to such liens as may arise under any Contract.

Litigation: any action, cause of action, claim, demand, suit, or proceeding of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or threatened, by or before any court, tribunal, arbitrator or other Governmental Authority.

Material Adverse Effect: means any event, occurrence, fact, condition or change that is materially adverse to (a) the business, results of operations, financial condition or assets of the Company, taken as a whole, or (b) the ability of Seller to consummate the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Purchaser; (vi) any matter of which Purchaser is aware on the date hereof; (vii) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the Company; (ix) any natural or man-made disaster or acts of God; or (x) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).

Order: any order, writ, injunction, judgment, decree or other determination of any court or arbitrator or any Governmental Authority, whether preliminary or final.

Organizational Documents: as to any Person, its certificate or articles of incorporation, certificate or articles of organization or formation, by-laws, operating agreement, limited liability company agreement, and comparable organizational documents.

Permits: all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises, rights, orders, qualifications and similar rights and approvals granted or issued by any Governmental Authority relating to the Business.

Person: any natural person, firm, partnership, association, corporation, company, limited liability company, trust, business trust, Governmental Authority or other entity.

Purchase Price: has the meaning set forth in Section 1.1 (b).

Purchaser: has the meaning set forth in the introductory paragraph hereto.

Representatives: as to any Person, such Person’s accountants, counsel, consultants (including actuarial, environmental and industry consultants), officers, directors, employees, agents and other advisors and representatives.

Seller: has the meaning set forth in the introductory paragraph hereto.

Subsidiary: with respect to any Person specified: each other Person in which the Person specified owns or controls, directly or indirectly, capital stock or other equity interests representing fifty (50%) percent or more of the outstanding voting stock or other equity interests or the right to receive fifty (50%) percent or more of the profits or equity value of such other Person.

Tax or Taxes: means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

Tax Return: any return, report, declaration, form, claim for refund or information return or statement required to be filed with respect to axes, including any schedule or attachment thereto, and including any amendment thereof.

Taxing Governmental Authority: means, with respect to federal income taxes, the Internal Revenue Service, and, with respect to any other taxes, the applicable governmental body with the authority to audit and collect such taxes.

Transaction Documents: this Agreement and each of the documents, agreements, certificates and instruments to be delivered by the Purchaser or Seller.

Financial Statements: the Financial Statements of the Company, including the balance sheet and statements of earnings, statements of stockholders’ equity and statements of cash flows and accompanying notes, together with reports.

7. General Provisions.

7.1 Notices. All notices, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid or (c) sent by next day or overnight mail or delivery with charges prepaid, to the address set forth on the signature page to this Agreement below the signature line of the party to whom such notice, demand, waiver or other communication is being sent; or, in each case, at such other address as may be specified in writing to the other parties hereto. All such notices, requests, demands, waivers and other communications shall be deemed to have been given (i) if by personal delivery on the day of such delivery, (ii) if by certified or registered mail, on the third business day after the mailing thereof, or (iii) if by next day or overnight mail or delivery, on the day delivered.

7.2 Governing Law, Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT.

7.3 Further Assurances. From and after the Closing, each party shall, at the other’s request and without the obligation of the to expend any funds or incur any costs, (a) execute and deliver to the other such further endorsements, assignments and instruments of transfer and conveyance and take such other actions as the Purchaser reasonably requests in the case of Purchaser as requesting party to transfer, vest or perfect the Purchaser’s rights in and to the Purchased Assets and all accrued benefits and rights attaching thereto, free and clear of all Liens and adverse claims or in each case otherwise to effectuate more fully the transactions contemplated by this Agreement, (b) provide or cause to be provided on reasonable terms such written information with respect to himself or itself and take, or cause to be taken such actions, as the requesting party or any auditor reasonably deems necessary or desirable to complete any audit of any of the Company’s financial statements or to effectuate fully the terms of this Agreement, and (c) cooperate with each other in connection with, and make available to the other, as applicable, all materials reasonably requested with respect to, the Purchaser’s or the Company’s preparation of any filing with any Governmental Authority which may be required by the Purchaser or the Company related to this Agreement and the transactions contemplated by this Agreement.

7.4 Amendment; Waivers, Etc. No amendment or modification of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing

and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. Except as otherwise provided in this Agreement, the rights and remedies provided in this Agreement are independent of, and in addition to, any other rights and remedies that any party may have at law or in equity or otherwise, all of which shall be cumulative.

7.5 Entire Agreement. This Agreement, including the Schedules and exhibits hereto, constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

7.6 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7.7 Headings. The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

7.8 Counterparts; Facsimile. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. The reproduction of signatures by means of facsimile, portable document format (PDF) files attached to electronic mail or other electronic device shall be treated as though such reproductions are executed originals, and each party hereto covenants and agrees to provide the other party hereto with a copy of this Agreement bearing original signatures within five (5) business days following transmittal by facsimile, electronic mail or other electronic means.

[***Signature Pages Follow***]

IN WITNESS WHEREOF, the parties have duly executed this Asset Purchase Agreement as of the date first above written.

PURCHASER:

SKY CENTURY INVESTMENT, INC.

By: /s/ Khamijon Alimzhanov

Name: Khamijon Alimzhanov

Title: President and Director

SELLER:

CANNABIS NEWS LLC

By: By: /s/ Khamijon Alimzhanov

Name: Khamijon Alimzhanov

Title: Director

Promissory Note

FOR VALUE RECEIVED, SKY CENTURY INVESTMENT, INC., a Nevada corporation (“Borrower”), hereby promises to pay to the order of KHAMIJON ALIMZHANOV, an individual, (“Lender”), in lawful money of the United States of America, the principal sum of One Hundred Ninety-Eight Thousand ($198,000.00) (or the unpaid balance of all principal advanced against this Note, if that amount is less).

Section 1Payment Schedule and Maturity Date. 

(a)Principal Payments.  The principal of this Note shall be due and payable in installments of the amounts mutually agreed upon be Lender and Borrower. Notwithstanding anything contained herein or in any other Loan Document to the contrary, the entire principal balance of this Note then unpaid, shall be due and payable in full on September 29, 2022 (the “Maturity Date”), the final maturity of this Note. 

Section 2Events of Default.  The occurrence of any one or more of the following shall constitute an “Event of Default” under this Note: 

(a)Borrower fails to pay when and as due and payable any amounts payable by Borrower to Lender under the terms of this Note. 

(b)Any covenant, agreement or condition in this Note is not fully and timely performed, observed or kept, subject to any applicable grace or cure period. 

(c)An Event of Default (as therein defined) occurs under any of the Loan Documents other than this Note (subject to any applicable grace or cure period). 

Section 3Remedies.  Upon the occurrence of an Event of Default, Lender may at any time thereafter exercise any one or more of the following rights, powers and remedies: 

(a)Lender may accelerate the Maturity Date and declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts payable hereunder and under the other Loan Documents, at once due and payable, and upon such declaration the same shall at once be due and payable. 

(b)Lender may set off the amount owed by Borrower to Lender, whether or not matured and regardless of the adequacy of any other collateral securing this Note, against any and all accounts, credits, money, securities or other property now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower. 

(c)Lender may exercise any of its other rights, powers and remedies under the Loan Documents or at law or in equity. 

Section 4Remedies Cumulative.  All of the rights and remedies of Lender under this Note and the other Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Lender of any or all such other rights and remedies.  No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time.  No failure by Lender to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default. 

Section 5Heirs, Successors and Assigns.  The terms of this Note and of the other Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors and assigns of the parties.  The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as otherwise permitted under the Loan Documents. 

Section 6Notices.  Any notice, request, or demand to or upon Borrower or Lender shall be deemed to have been properly given or made when delivered in accordance with the terms of the Loan Agreement regarding notices. 

Section 7Waiver of Jury Trial.  BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF LENDER RELATING TO THE ADMINISTRATION OF THE LOAN EVIDENCED BY THIS NOTE OR ENFORCEMENT OF THE LOAN DOCUMENTS EVIDENCING AND/OR SECURING THE LOAN, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER TO ACCEPT THIS NOTE AND MAKE THE LOAN. 

IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date first above written.

BORROWER:

SKY CENTURY INVESTMENT, INC.

By: /s/ Khamijon Alimzhanov

Name: Khamijon Alimzhanov

Title: President and Director

This Data Purchase Agreement (“Agreement”) dated November 14, 2022, is made by and between ITEQ Logic Ltd. (“Seller”) and Sky Century Investment, Inc. (“Buyer”).

In consideration of the mutual promises and covenants in this Agreement, the Parties agree to the Purchase of Data and the Terms and Conditions as set forth below.

Purchase:

The Buyer will purchase, and the Seller will sell, transfer, and deliver, the following data specified in Exhibit A no later than November 14, 2022.

Terms and Conditions:

PURCHASE PRICE, HANDLING CHARGES, AND TAXES

The Buyer agrees to accept databases in the amount of $100,875 based on the attached Exhibit A.

LIMITED LICENSE

The Seller provides a non-exclusive product that has not been developed specifically for the customer's needs. Buyer has the right to use the base for their own purposes and their own reason

LIMITATIONS OF LIABILITIES

The Seller, notwithstanding the cause or duration, will not be liable for any inaccuracies, omissions, delays, or any other defects arising out of the use of Data.

DISCLAIMER OF WARRANTIES

The Buyer hereby acknowledges that the Data is sold in an as-is condition and that the Seller expressly disclaims any warranties or representations, whether expressed or implied, with respect to the Data given.

Furthermore, the use of Data is at the sole discretion of the Buyer.

AGREED AND ACCEPTED:  

Data Purchase Agreement

Page 1 of 3

DATA PURCHASE AGREEMENT

EXHIBIT A

ITEQ Logic Ltd. (“Seller”) will transfer to the Sky Century Investment, Inc. (“Buyer”) the following databases:

. BASES OF NEWS SOURCES

RSS News & Blogs sources

Podcasts sources

[Signature page follows]

Data Purchase Agreement

Page 2 of 3

PURCHASE OF DATABASES WITH RESEARCH IN THE FIELD OF CANNABIS

The Seller will provide access to research in the field of cannabis to the Buyer worth $75,000 in ZIP format. This archive contains information and research on medical cannabis.

AGREED AND ACCEPTED:  

Data Purchase Agreement

Page 3 of 3

This Amendment to Data Purchase Agreement dated November 14, 2022 (the “Amendment”) is made and entered into on December 1, 2022 (the “Effective Date”), by and between ITEQ Logic Ltd. (“Seller”) and Sky Century Investment, Inc. (“Buyer”).

RECITALS

WHEREAS, The Seller and the Buyer previously entered into a Data Purchase Agreement dated November 14, 2022 (the “Agreement”);

WHEREAS, The Seller and the Buyer desire to amend the Data Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.Together with this Amendment, the Seller has issued to the Buyer a Promissory Note in the total amount of one hundred thousand eight hundred seventy-five U.S. dollars ($100,875). 

2.Promissory Note. The Buyer and the Seller agree that the debt owed by the Buyer to the Seller under the Promissory Note shall be divided into two parts as follows: 

(a) The first part of the debt, in the amount of fifty-two thousand five hundred U.S. dollars ($52,500), shall be converted into shares of Buyer’s common stock at a fixed price of $0.0035 per common share and transferred to the Buyer no later than May 1, 2023.

(b) The second part of the debt, in the amount of forty-eight thousand three hundred seventy-five U.S. dollars ($48,375), shall also be converted into shares of Seller’s common stock at a fixed price of $0.0035 per share, but only after a minimum of 30 days has elapsed since the conversion of the first part of the debt.

3.Except as modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.

AGREED AND ACCEPTED:  

Borrower: Sky Century Investment Inc., a Nevada corporation located at 220 Emerald Vista Way #233 Las Vegas, NV 89144

Lender: ITEQ Logic Ltd. with the mailing address at 219 Kensington High St London W8 6BD, UK.

Total Amount: $100,875

Principal Amount of the 1^st conversion: $52,500.00

Principal Amount of the 2^nd conversion: $48,375.00

Issue Date: December 1^st, 2022

Maturity Date: May 1^st, 2023 (1^st conversion), and no earlier than June 1, 2023 (2^nd conversion).

1.FOR VALUE RECEIVED, the Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal amount of One Hundred Thousand Eight Hundred Seventy-Five U.S. Dollars ($100,875), without interest payable on the unpaid principal, beginning on December 1^st, 2022.  

2.This Promissory Note is issued pursuant to and in connection with the Amendment to Data Purchase Agreement dated December 1, 2022 (the “Amendment”), between the Borrower and the Lender. Together with the Amendment, this Promissory Note represents the total amount of the debt owed by the Borrower to the Lender. 

3.The debt owed by the Borrower to the Lender under this Promissory Note shall be divided into two parts as follows: 

(a)The first part of the debt, in the amount of Fifty-Two Thousand Five Hundred U.S. Dollars ($52,500.00), shall be converted into shares of the Borrower’s common stock at a fixed price of $0.0035 per share that is equivalent to 15,000,000 common shares and transferred to the Lender no later than May 1, 2023. 

(b)The second part of the debt, in the amount of Forty-Eight Thousand Three Hundred Seventy-Five U.S. Dollars ($48,375.00), shall also be converted into shares of the Borrower’s common stock at a fixed price of $0.0035 per share that is equivalent to 13,821,429 common shares and transferred to the Lender only after a minimum of 30 days has elapsed since the conversion of the first part of the debt no earlier than June 1, 2023. 

4.The unpaid principal balance under this Promissory Note (“Promissory Note”) shall bear interest from the date hereof at an annual rate of ten percent (10%) (the “Applicable Rate”). 

5.The Borrower shall be liable for all costs, expenses, and expenditures incurred including, without limitation, the complete legal costs of the Lender incurred by enforcing this Promissory Note as a result of any default by the Borrower, and such costs will be added to the principal then outstanding and shall be due and payable by the Borrower to the Lender immediately upon demand of the Lender.  

6.If any term, covenant, condition, or provision of this Promissory Note is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it is the parties` intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provision of this Promissory Note will in no way be affected, impaired or invalidated as a result.  

7.The first part of the principal amount of this Promissory Note, together with all accrued interest thereon, shall be due and payable on May 1, 2023, and the second part of the debt will be converted and transferred to the Lender no earlier than June 1, 2023. Any portion of the principal of this Promissory Note may be prepaid, together with the accrued interest with respect to such principal payment, prior to maturity, without penalty. Any payment made under this Promissory Note shall be applied first to accrued interest and then to the principal. Payment of principal and interest shall be made in such coin or currency of the United States of America that, at the time of payment, constitutes legal tender for the payment of public and private debt. 

8.This Promissory Note will be construed in accordance with and governed by the laws of the State of Nevada. 

9.This Promissory Note will ensure the benefit of and be binding upon the respective heirs, executors, administrators, successors, and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest, and notice of protest.  

10.At the option of the Lender, at any time prior to the earlier occur of (a) the date of the prepayment of this Note in full or (b) the Maturity Date of this Note, the Lender, in its discretion, may convert the first and the second parts of the outstanding balance of this Promissory Note (including any accrued and unpaid interest under this Note) into shares of the common stock, par value $0.0035 per share (the “Common Stock”) subject to the aforementioned deadlines. If the Lender wishes to make a conversion, the Lender shall give notice of such election by delivering a written notice (the “Conversion Notice”) to the Borrower and such Conversion Notice shall provide a breakdown in reasonable detail of the principal and accrued and unpaid interest thereon outstanding under this Note that are being converted and the calculation of the number of shares of Common Stock issuable to the Lender on conversion. The number of shares of Common Stock issuable to the Lender upon any conversion (the “Conversion Shares”) shall be equal to (a) an amount equal to the aggregate portion of the principal and accrued and unpaid interest thereon outstanding under this Note being converted, divided by (b) the Conversion Price. In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Conversion Notice. If the Lender has delivered a Conversion Notice, the Borrower shall make the appropriate reduction to the Principal Amount and accrued and unpaid interest thereon outstanding under this Note as entered in its register and its records. The kind of shares or other securities to be issued upon conversion as determined pursuant to this Section 6 shall be subject to adjustment from time to time upon the occurrence of certain events during the period that this conversion right remains outstanding, as follows: if the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and the accrued and unpaid interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock (i) immediately prior to or (ii) immediately after such reclassification or other change at the sole election of the Lender. The Conversion Shares shall be subject to the provisions of Rule 144. 

11.Upon the occurrence of an Event of Default, the principal and all accrued but unpaid interest due under this Promissory Note shall, at the option of the Lender, become immediately due and payable and may be collected forthwith without notice to the Borrower, regardless of the stipulated date of maturity and, in that event, the Borrower promises to pay, in addition to the unpaid principal and interest hereunder, all costs, including reasonable attorneys’ fees, paralegals’ fees and expenses for any primary, appellate, bankruptcy and post-judgment proceedings, that the Lender may incur or  

be put to in the collection of such amounts. Any overdue payment of principal or interest due under this Promissory Note shall bear interest from the due date at ten percent (10%) per annum.

12.All agreements between the Borrower and the Lender are hereby expressly limited so that in no event shall the amount paid or agreed to be paid to the Lender for the use, forbearance, or detention of the money loaned under this Promissory Note exceed the maximum amount permissible under the laws of the State of Nevada. If, at the time of any interest payment, the payment amount due under this Promissory Note is in excess of the legal limit, the obligation shall be reduced to the legal limit. If the Borrower should ever receive, as interest, an amount that exceeds the highest lawful rate, the amount that would be excessive as interest shall be applied to the reduction of the principal amount owing under this Promissory Note, and not to the payment of interest.  

13.BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH, THIS PROMISSORY NOTE AND ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. 

14.Whenever the last day for payment of any amount due hereunder shall fall upon Saturday, Sunday or any public or legal holiday, whether federal or of the State of Nevada, Borrower shall have until 5:00 p.m. on the next succeeding regular business day to make such payment. 

IN WITNESS WHEREOF, the Parties have duly affixed their signatures under the seal:

This Software Lease Agreement (“Agreement”) is made on December 2, 2021, by and between Sky Century Investment, Inc., a Nevada corporation (“Lessee”), having its principal place of business at 220 Emerald Vista Way #233, Las Vegas, NV 89144, and Marketbiz Limited (“Lessor”) having its beneficiary address at Unit B, Lot 49, 1st Floor, Block F, Lazenda Warehouse 3, Jalan Ranca-Ranca, 87000 F.T. Labuan, Malaysia. This document will constitute a binding contract that will be enforceable by either Party in accordance with its terms and conditions.

TERMS AND CONDITIONS

1. Lease.

The Lessor leases to the Lessee and the Lessee hereby takes from the Lessor the access to the Server (hereinafter referred to as the "Software"), which shall include access to all the components set forth in Exhibit A (“Server Specifications”). The application Software including its accessions and accessories are subject to copyright protection.

2. Rental

During the lease term, the Lessee agrees to pay to the Lessor the amount of one hundred forty-nine thousand seven hundred sixty U.S. dollars ($149,760) via bank transfer.

3. Security Deposit

No security deposit is required for the lease of the Software.

4. Bug Fixes and Repair

Upon notice of the Lessee to the Lessor, the Lessor shall address bug fixes or any corrections required for the proper functioning of the Software as to its specifications.

5. Limited Warranty

The Lessor makes no warranties, express or implied, with respect to the Software including its materials and merchantability. In no case, the Lessor shall be held liable for any cause of loss of sales, income, or profits, or any other consequential damages due to inability to use the Software, whether direct or indirect.

6. Termination

The term of this Agreement is 12 months, after which the Parties shall enter into a new agreement. This Agreement shall not automatically renew for another term upon expiration unless terminated by either Party. In the event of termination, the Lessee may terminate this Agreement by providing written notice to the Lessor.

7. Confidentiality

During the effectivity of this Agreement, either Party may be provided access to the other's confidential information. The Parties agree to maintain each other's confidential and proprietary information in accordance with this Agreement and existing laws. No party shall be allowed to disclose any confidential and/or proprietary information about the other without the express written consent of the other. In case the possessor of the confidential information is compelled by law to disclose the confidential information of the other, the possessor shall immediately notify the other party of such requirement in order to protect the interest of the other party.

8. Indemnification

The Parties agree that each party shall indemnify the other against any and all losses, damages, liabilities, or obligations in connection with any proceeding.

9. Counterparts

This Agreement may come in two or more counterparts, each of which is an individual Agreement but all of which together shall form as one and the same contract.

10. Disputes

This Agreement shall be construed and interpreted under the laws of the state of Nevada. By signing this Agreement, the Parties hereby irrevocably consents to the exclusive jurisdiction of the federal courts of Nevada in connection with any disputes arising of out of this Agreement.

11. Assignment

No part may assign any of the rights or obligations herein without the prior written consent of the other party.

12. Separability Clause

Should any part of this Agreement be declared invalid or unenforceable by any competent authority or the court, the said invalidity shall only affect the said provision, and the remaining provisions hereof shall continue to be valid and enforceable.

13. Entire Agreement

The Parties hereto set to express in writing their intentions together with other riders and modifications made in writing as attached in this Agreement and which refer to this Agreement, containing all the terms as agreed by them through discussions, and understandings relating to the subject matter of this agreement.

The Parties hereto have set their hands and made this agreement effective on the date signed by the Parties:

EXHIBIT A

SERVER SPECIFICATIONS

The Server leased by the Lessee from the Lessor shall have the following specifications:

·1-2 Intel CPU, 12-32 cores 

·RAM 512 GB 

·2x Xeon Silver 16 cores, 2.1 GHz 

·4x 2xNVMe controller 

·8x NVMe 2 TB 

SERVER LEASE FEES

The Lessee agrees to pay the Lessor the following fees for the Server Lease:

·USA: 6 locations * $1,040/month = $6,240/month * 12 months = $74,880 

·Europa: 5 locations * $1,040/month = $5,200/month * 12 months = $62,400 

·Republic of Singapore: 1 location * $1,040/month = $1,040/month * 12 months = $12,480 

Total Annual Lease Fees: $149,760

This Amendment to Software Lease Agreement dated December 2, 2021 (the “Amendment”) is made and entered into on January 2, 2023 (the “Effective Date”), by and between Sky Century Investment, Inc., a Nevada corporation, having its principal place of business at 220 Emerald Vista Way #233, Las Vegas, NV 89144 (“Lessee”) and Markebitz Limited (“Lessor”), having its beneficiary address at Unit B, Lot 49, 1st Floor, Block F, Lazenda Warehouse 3, Jalan Ranca-Ranca, 87000 F.T. Labuan, Malaysia.

RECITALS

WHEREAS, The Lessee and the Lessor previously entered into a Software Lease Agreement dated December 2, 2021 (the “Agreement”);

WHEREAS, The Lessee and the Lessor desire to amend the Software Lease Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2.Promissory Note. The Lessor and the Lessee agree that the debt owed by the Lessee to the Lessor under the Promissory Note shall be divided into two parts as follows: 

(b) The second part of the debt, in the amount of fifty-three thousand seven hundred sixty U.S. dollars ($53,760), shall also be converted into shares of Seller’s common stock at a fixed price of $0.0035 per share, but only after a minimum of 30 days has elapsed since the conversion of the first part of the debt.

3.Except as modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.

AGREED AND ACCEPTED:  

Borrower: Sky Century Investment Inc., a Nevada corporation located at 220 Emerald Vista Way #233 Las Vegas, NV 89144

Lender: Markebitz Limited with its beneficiary address at Unit B, Lot 49, 1st Floor, Block F, Lazenda Warehouse 3, Jalan Ranca-Ranca, 87000 F.T. Labuan, Malaysia.

Total Amount: $109,760

Principal Amount of the 1^st conversion: $56,000.00

Principal Amount of the 2^nd conversion: $53,760.00

Issue Date: January 2^nd, 2023

Maturity Date: May 1^st, 2023 (1^st conversion), and no earlier than June 1^st, 2023 (2^nd conversion).

1.FOR VALUE RECEIVED, the Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal amount of One Hundred Nine Thousand Seven Hundred Sixty U.S. Dollars ($109,760), without interest payable on the unpaid principal, beginning on January 2^nd, 2023.  

2.This Promissory Note is issued pursuant to and in connection with the Amendment to Software Lease Agreement dated December 2, 2021 (the "Amendment"), between the Borrower and the Lender. Together with the Amendment, this Promissory Note represents the total amount of the debt owed by the Borrower to the Lender. 

3.The debt owed by the Borrower to the Lender under this Promissory Note shall be divided into two parts as follows: 

(a)The first part of the debt, in the amount of Fifty-Six Thousand U.S. Dollars ($56,000.00), shall be converted into shares of the Borrower's common stock at a fixed price of $0.0035 per share that is equivalent to 16,000,000 common shares and transferred to the Lender no later than May 1^st, 2023. 

(b)The second part of the debt, in the amount of Fifty-Three- Thousand Seven Hundred Sixty U.S. Dollars ($53,760.00), shall also be converted into shares of the Borrower's common stock at a fixed price of $0.0035 per share that is equivalent to 15,360,000 common shares and transferred to the Lender only after a minimum of 30 days has elapsed since the conversion of the first part of the debt no earlier than June 1^st, 2023. 

4.The unpaid principal balance under this Promissory Note (“Promissory Note”) shall bear interest from the date hereof at an annual rate of ten percent (10%) (the “Applicable Rate”). 

5.The Borrower shall be liable for all costs, expenses, and expenditures incurred including, without limitation, the complete legal costs of the Lender incurred by enforcing this Promissory Note as a result of any default by the Borrower, and such costs will be added to the principal then outstanding and shall be due and payable by the Borrower to the Lender immediately upon demand of the Lender.  

6.If any term, covenant, condition, or provision of this Promissory Note is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it is the parties` intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provision of this Promissory Note will in no way be affected, impaired or invalidated as a result.  

7.The first part of the principal amount of this Promissory Note, together with all accrued interest thereon, shall be due and payable on May 1, 2023, and the second part of the debt will be converted and transferred to the Lender no earlier than June 1, 2023. Any portion of the principal of this Promissory Note may be prepaid, together with the accrued interest with respect to such principal payment, prior to maturity, without penalty. Any payment made under this Promissory Note shall be applied first to accrued interest and then to the principal. Payment of principal and interest shall be made in such coin or currency of the United States of America that, at the time of payment, constitutes legal tender for the payment of public and private debt. 

8.This Promissory Note will be construed in accordance with and governed by the laws of the State of Nevada. 

9.This Promissory Note will ensure the benefit of and be binding upon the respective heirs, executors, administrators, successors, and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest, and notice of protest.  

10.At the option of the Lender, at any time prior to the earlier occur of (a) the date of the prepayment of this Note in full or (b) the Maturity Date of this Note, the Lender, in its discretion, may convert the first and the second parts of the outstanding balance of this Promissory Note (including any accrued and unpaid interest under this Note) into shares of the common stock, par value $0.0035 per share (the “Common Stock”) subject to the aforementioned deadlines. If the Lender wishes to make a conversion, the Lender shall give notice of such election by delivering a written notice (the “Conversion Notice”) to the Borrower and such Conversion Notice shall provide a breakdown in reasonable detail of the principal and accrued and unpaid interest thereon outstanding under this Note that are being converted and the calculation of the number of shares of Common Stock issuable to the Lender on conversion. The number of shares of Common Stock issuable to the Lender upon any conversion (the “Conversion Shares”) shall be equal to (a) an amount equal to the aggregate portion of the principal and accrued and unpaid interest thereon outstanding under this Note being converted, divided by (b) the Conversion Price. In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Borrower of the Conversion Notice. If the Lender has delivered a Conversion Notice, the Borrower shall make the appropriate reduction to the Principal Amount and accrued and unpaid interest thereon outstanding under this Note as entered in its register and its records. The kind of shares or other securities to be issued upon conversion as determined pursuant to this Section 6 shall be subject to adjustment from time to time upon the occurrence of certain events during the period that this conversion right remains outstanding, as follows: if the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and the accrued and unpaid interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock (i) immediately prior to or (ii) immediately after such reclassification or other change at the sole election of the Lender. The Conversion Shares shall be subject to the provisions of Rule 144. 

11.Upon the occurrence of an Event of Default, the principal and all accrued but unpaid interest due under this Promissory Note shall, at the option of the Lender, become immediately due and payable and may be collected forthwith without notice to the Borrower, regardless of the stipulated date of maturity and, in that event, the Borrower promises to pay, in addition to the unpaid principal and interest hereunder, all costs, including reasonable attorneys’ fees, paralegals’ fees and expenses for any primary, appellate, bankruptcy and post-judgment proceedings, that the Lender may incur or  

be put to in the collection of such amounts. Any overdue payment of principal or interest due under this Promissory Note shall bear interest from the due date at ten percent (10%) per annum.

12.All agreements between the Borrower and the Lender are hereby expressly limited so that in no event shall the amount paid or agreed to be paid to the Lender for the use, forbearance, or detention of the money loaned under this Promissory Note exceed the maximum amount permissible under the laws of the State of Nevada. If, at the time of any interest payment, the payment amount due under this Promissory Note is in excess of the legal limit, the obligation shall be reduced to the legal limit. If the Borrower should ever receive, as interest, an amount that exceeds the highest lawful rate, the amount that would be excessive as interest shall be applied to the reduction of the principal amount owing under this Promissory Note, and not to the payment of interest.  

13.BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH, THIS PROMISSORY NOTE AND ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. 

14.Whenever the last day for payment of any amount due hereunder shall fall upon Saturday, Sunday or any public or legal holiday, whether federal or of the State of Nevada, Borrower shall have until 5:00 p.m. on the next succeeding regular business day to make such payment. 

IN WITNESS WHEREOF, the Parties have duly affixed their signatures under the seal:

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the «Agreement»), is made and entered into on this JULY 30, 2020 (the «Effective Date»), by and between SKY CENTURY INVESTMENT, INC., a Nevada corporation (the «Company»), and Nataliia Petranetska, an individual («Director»).

WHEREAS, the Director desires to be employed by the Company, and the Company desires to employ the Director, in each case in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

1.EMPLOYMENT 

1.1.Term. The Company hereby agrees to employ the Director, and the Director agrees to be employed by the Company, in each case pursuant to this Employment Agreement, for a period commencing on July 30, 2020 (such date of commencement, the “Initial Term”). The Employment Agreement shall automatically renew every year terms (each, a “Renewal Term”) unless either party gives the other written notice of non-renewal at least sixty (60) days’ prior to the end of the Initial Term or a Renewal Term (as the case may be) and subject to earlier termination as provided in Section 4 hereof. The Director’s period of employment pursuant to this Employment Agreement shall hereinafter be referred to as the “Employment Period.” 

2.POSITION AND DUTIES 

2.1.During the Term, the Director shall serve as the President, Treasurer and Director of the Company or in such other position or positions with a level of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliates as the Board of Directors of the Company (the “Board”) may specify from time to time and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the Director serves hereunder and as assigned by the Board, or if authorized by the Board, by the Company’s President. 

2.2.The Director agrees to devote all of his or her working time and efforts to the performance of his/her duties for the Company and to faithfully and diligently serve the Company in accordance with the Agreement and the guidelines, policies and procedures of the Company approved from time to time by the Board.