Sky Quarry Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission File No.001-42296 SKY QUARRY INC. (Exact name of registrant as specified in its charter) (424)394-1090(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐Nox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period the registrant was required to submit such files).Yes☒No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of thischapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10K. Yes☐No☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated fileror a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to theprice at which the common stock was last sold as of October 10, 2024 was $58,964,645 The number of shares of the registrant’s common stock outstanding as of March 31, 2025 was19,986,338. Documents Incorporated by Reference: None TABLE OF CONTENTSSKY QUARRY INC.INDEX PageNumbers Part IItem 1.Business1Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments26Item 1C.Cybersecurity26Item 2.Description of Properties26Item 3.Legal Proceedings26Item 4.MineSafety Disclosures26Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuerPurchase of Equity Securities27Item 6.[Reserved]27Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations28Item 7A.Quantitative and Qualitative Disclosures About Market Risk36Item 8.Consolidated Financial Statements and Supplemental Data36Report of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-2Consolidated Statements of OperationsF-3Consolidated Statements of Changes in Stockholders’ Equity (Deficit)F-4Consolidated Statements of Cash FlowsF-5Notes to Consolidated Financial StatementsF-7Item 9.Changes in and Disagreements with Accountants on Accounting andFinancialDisclosure38Item 9A.Controls and Procedures38Item 9B.Other Information39Part IIIItem 10.Directors, Executive Officers and Corporate Governance40Item 11.Executive Compensation46Item 12.Security Ownership and Certain Beneficial Owners and Management and RelatedStockholder Matters50Item 13.Certain Relationships and Related Transactions and Director Independence51Item 14.Principal Accountant Fees and Services51Part IVItem 15.Exhibits, Financial Statement Schedules52Signatures53 PART I Forward Looking Statements This annual report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of theSecurities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), which can be identified by the use of forward-looking terminology such as“may,” “can,” “believe,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “estimate,” “will,” or “continue” or thenegative thereof or other variations thereon or comparable terminology. All statements other than statements ofhistorical fact included in this annual report on Form 10-K, including without limitation, the statement