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SEC Correspondence

VIA EDGAR

September 27, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention:

                Ameen Hamady

                Isaac Esquivel

                Stacie Gorman

                Pam Howell

Re:     Scientific Energy, Inc.

           Amendment No 1 to Form 10-K for the fiscal year ended December 31, 2023

           Filed June 12, 2024

           File No. 000-50559

Ladies and Gentlemen:

This letter sets forth the Company’s response to the comments contained in the letter dated September 17, 2024 (the "Comment Letter") from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2023 filed with the Commission on June 12, 2024.

Concurrently with this response letter, the Company is filing Amendment No. 2 to the Form 10-K (“Amendment No. 1”) via EDGAR.  Amendment No. 2 includes supplements and revisions made in response to the Staff's comments in the Comment Letter.

For the convenience of the Staff, the comment from the Comment Letter is restated in italics, followed by the Company’s response.

Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31, 2023

General

1.         We note your response to prior comment 1. Please note that each amended item of the Form 10-K must set forth the complete text of each item. Please revise your disclosure to comply with the requirements of Rule 12b-15 of the Exchange Act. Further, please note that each aspect of the letters referenced in comment 1, including risk factor disclosure, should be specifically addressed. You should provide specific and prominent disclosures about the legal and operational risks associated with having businesses in this location, consistent with the guidance in our Sample Letter to Companies Regarding China Specific Disclosures and our Sample Letter to China-Based Companies, which were posted to our website July 17, 2023, and on December 20, 2021. You may view the Sample Letters at the following internet addresses: https://www.sec.gov/corpfin/sampleletter-companies-regarding-china-specificdisclosures and https://www.sec.gov/corpfin/sample-letter-china-based-companies. Please position disclosures made in response to all applicable comments in the forepart of the periodic report, without regard to the sectional headings utilized in the Sample Letters and notwithstanding the exemption from risk factor disclosures for smaller reporting companies. Additionally, as previously noted, the discussion of whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act 2023, and related regulations may affect your company, should be provided adjacent to the cover page or in advance of the other disclosures.

Response:

We respectfully acknowledge the Staff’s comment, and in response thereto, we have added the required risk factors regarding doing business in China and have revised the disclosure Regarding Foreign Jurisdictions That Prevent Inspections by filing the Amendment No. 2 to the Form 10-K (“Amendment No. 2”) to address this issue.  Amendment No. 2 includes supplements and revisions made in response to the comments of the Staff in the Comment Letter, and will provide specific and prominent disclosures in the forepart of our future filings with the Commission and disclosure about the legal and operational risks associated with having its businesses in China, including Macau and Hong Kong, consistent with the guidance in your Sample Letters.

For your reference, the proposed disclosure is as set forth below:

Company Overview

Scientific Energy, Inc, (the "Company") was incorporated under the laws of the State of Utah on May 30, 2001. It is not a Chinese operating company, but a Utah holding company with business operations primarily conducted through its majority-owned direct operating subsidiary, Macao E-Media Development Company Limited, a company incorporated in Macau (“MEMD”). We also have several direct or indirect subsidiaries incorporated in Macau, Hong Kong and the mainland China that provide back-office and technical support to our main business operations in Macau. Substantially all of our assets are located in Macau and substantially all of our revenue are derived from Macau. We do not conduct any operations in, nor do we rely on counterparties that operate in, the Xinjiang Uyghur Autonomous Region.

Our principal executive offices are located in Macau. We do not have, nor do we intend to have, any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in Macau, Hong Kong and mainland China.

As a holding company, we have no operation of our own. Our investors hold shares of common stock in Scientific Energy, Inc. the Utah holding company. Due to the significant influence of the Chinese government on Hong Kong and Macau, as a China-based company, our business operations are also affected by the Chinese government.  Below are some risk factors relating to doing business in China.

The Public Company Accounting Oversight Board (the “PCAOB”) had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor has deprived our investors of the benefits of such inspections.

Our auditor, the independent registered public accounting firm that issues the audit report in our SEC filings, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is located in Hong Kong Special Administrative Region of the PRC ("Hong Kong"), China, a jurisdiction where the PCAOB was unable to conduct inspections and investigations before 2022. As a result, we and investors in our securities were deprived of the benefits of such PCAOB inspections. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong in 2022. However, the inability of the PCAOB to conduct inspections of auditors in Hong Kong in the past made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China mainland and Hong Kong that have been subject to the PCAOB inspections, which could cause investors and potential investors in our securities to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by Consolidated Appropriations Act 2023, and related regulations, if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong. The delisting of our common stock or the threat of their being delisted could cause the value of our

common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.

Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act 2023, (the "HFCAA"), if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. On May 13, 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of the annual report on Form 10-K for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file the annual report on Form 10-K for the fiscal year ended December 31, 2022. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in Hong Kong to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA and our securities may be delisted from OTC Markets as a result. Delisting of our securities would force holders of our securities to sell their securities. Further, we may be prohibited from listing our securities on another U.S. securities exchange. The market price of our securities could be adversely affected as a result of anticipated negative impacts of such legislative or executive actions upon, as well as negative investor sentiment toward, companies with significant operations in mainland China and Macau/Hong Kong that are listed in the United States, regardless of whether such actions are implemented and regardless of our actual operating performance. See “Item 1A. Risk Factors - Risks Related To Doing Business In China- The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors of the benefits of such inspections" and “Item 1A. Risk Factors—Risks Related To Doing Business In China - Our common stock may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment."

Corporate Structure

Our corporate organizational chart, as of December 31, 2023, is as follows:

Our holding company structure presents unique risks as our investors may never directly hold equity interests in our operating subsidiaries and will be dependent upon dividends and other distributions from our subsidiaries to finance our cash flow needs. Our ability to receive dividends and other contributions from our subsidiaries are significantly affected by regulations promulgated by Macau, Hong Kong and mainland China authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and/or the value of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to “Item 1A. Risk Factors – Risks Related to Doing Business in China.”

There was no Chinese Communist Party official who sits on the board of the Company and that the Company's certificate of incorporation and bylaws do not contain any charter of the Chinese Communist Party.

Item 1A.    Risk Factors

You should carefully consider the risk factors discussed below, as well as all other information, as an investment in the Company involves a high degree of risk. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially and adversely affect our operations. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects. In such a case, the trading price of our securities could decline.

Summary of Risk Factors

Risks Related to Doing Business in China

·We operate primarily in Macau, Hong Kong and mainland China and we are subject to significant political and economic uncertainties if the Chinese government significantly alters the laws governing Macau and Hong Kong.

·The Chinese Government or Macau/Hong Kong Government may restrict our ability to transfer cash held in or from operations in mainland China or Macau or Hong Kong.

·The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.

·Our common stock may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment.

·Risk of Intervention or Control by the PRC Government

·The PRC government’s significant oversight and influence over our business operation could result in a material adverse change in our operations and the value of our stock shares.

·Changes in China’s economic, or social conditions or government policies could have a material adverse effect on our business and operations.

·Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China, could adversely affect us.

·Permissions Required from the PRC Authorities for Our Operations

·You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws.

·Our subsidiaries in mainland China are subject to restrictions on paying dividends and making other payments to our holding company.

·Governmental control of currency conversion may limit our ability to use our revenues effectively and the ability of our PRC subsidiaries to obtain financing.

Risks Related to Our Business and Industry

·There is substantial doubt regarding our ability to continue as a going concern.

·Our revenue heavily depends on a limited customer base, a trend likely to continue.

·If we fail to retain our existing merchants and consumers or acquire new merchants and consumers in a cost-effective manner, our revenue, revenue growth, and margins may decrease and