SecProbe.io

May 23, 2012

Via E -mail
Andrew S. Thomas
Chief Executive Officer
Skkynet Cloud Systems, Inc.
20 Bay Street – Suite 1100
Toronto, Ontario
Canada M5J 2N8

Re: Skkynet Cloud Systems, Inc.
   Registration Statement on Form S -1
Filed April 26, 2012
  File No. 333 -180951

Dear Mr. Thomas:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined  in the
Jumpstart Our Business Startups Act, please disclose on your prospectus cover page  that
you are an emerging growth company and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 2

 o If you h ave elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include
a statement that the election is irrevocable; or
o If you have elected to use the extended transition period f or complying with
new or revised accounting standards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies.  Please
state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effective dates.  Include a  similar statement in your critical
accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

Registration Cover Page

2. Please tell us why the cover page  indicates that the securities being registered are not
being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act.  We note that you have provided the undertakings relating to an offering under Rule
415.

Prospectus Summary

Financing of Ongoing and New Business Financing, page 2

3. Please revise your statement that you “intend to fund your ongoing and immediate future
activities from current revenues” to clarify that your accountants have issued a “going
concern” opini on with regard to your continuing ability to operate as a result of cash flow
constraints.  Further, please revise your section under “Business Revenues” in the
prospectus summary to focus your disclosure on the company’s current financial
condition rather  than predictions of future revenue.

Risk Factors, page 4

4. We note that some of your risk factors discuss several distinct risks to the company or an
investment in the company’s securities under one heading.  Consider revising the risk
factors, particul arly those listed in bullet point format on page 6, to provide separately
captioned paragraphs that address specifically how the conditions and uncertainties
present material risks to potential investors.

5. We note that you have not filed a registration st atement under the Securities Exchange
Act and it appears likely that you will not become a fully reporting company but will
instead be a Section 15(d) issuer that provides periodic reports but is exempt from many

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 3

 regulatory requirements that apply to fully  reporting companies.  As applicable, please
include a risk factor that alerts potential investors to the limited reporting status for the
company and the limitations on the information and regulatory oversight to which you
will be subject as a Section 15( d) issuer.  Given the number of shareholders in your
company, it appears that you should inform investors of the statutory provisions that may
result in the automatic termination of any periodic reporting responsibilities in the event
that you have less th an 300 shareholders after the year that your registration statement
becomes effective.  In addition, please revise your statement on page 32 that you will
become subject to the full informational and periodic reporting requirements of the
Exchange Act.

Any significant disruption in our hosting network infrastructure could harm…, page 7

6. Please clarify your statement that your hosting infrastructure is an “optional part” of your
business operations.

Selling Stockholders, page 13

7. Please disclose the ind ividual or individuals who exercise the voting and dispositive
powers with regard to the shares being offered for resale by legal entities, such as
Baypoint Investments, Ltd., Burnt Rock Investments, Ltd, Hampton Bays Holdings, Ltd.,
Stoneland, Ltd., and I nsequor Capital, Inc.  See Regulation S -K Compliance and
Disclosure Interpretations Question 140.02 available at
http://www.sec.gov/divisions/corpfin/ guidance/regs -kinterp.htm .

Interest of Named Experts and Counsel, page 25

8. Please revise to clarify that Richard C. Fox of Fox Law Offices, P.A., who provided the
legal opinion regarding the validity of the securities being registered, is an officer of the
company.

Business, page 26

9. With respect to all third -party statements in your prospectus -- such as market data by the
International Data Corporation, Infonetics Research, and Ovum -- please provide us with
the relevant portion of the industry research reports you cite.  To expedite our review,
please clearly mark each sourc e to highlight the applicable portion of the section
containing the statistic, and cross -reference it to the appropriate location in your
prospectus.  Please tell us whether any of the reports were prepared for you or in
connection with the offering.  Also , ensure that the dates of the reports are disclosed in
the prospectus.

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 4

 10. Please revise the description of your business to clarify your key products and services.
For example, clarify your references to “Supervisory Control and Data Acquisition
(SCADA)” a nd your “DataHub software.”

11. We note your disclosure that the company was formed primarily for the purpose of taking
the existing business lines of Cogent and integrating these businesses with Cloud based
systems.  Please clarify whether the company had an y business operations or revenue
prior to the merger with Cogent in March 2012.

Our acquisition of Cogent, page 26

12. We note your disclosure elsewhere that you issued 5,000 shares of the company’s Series
A Preferred Stock to Sakura Software and Benford Co nsultancy in March 2012.  Please
tell us whether this issuance was connected to the issuance of the acquisition of Cogent
from Sakura Software and Benford Consultancy in March 2012.

Our Customers, page 26

13. We note that you have included a selected list o f customers.  Please disclose whether
each customer is a current customer and the objective criteria you used in selecting the
customers you identified by name, which will assist investors in understanding their
significance to you.  Indicate the percentag e of your revenues each identified customer
represents or otherwise indicate their level of significance.

Report of Independent Registered Public Accounting Firm, page F -2

14. Please revise the introductory paragraph to indicate, if true, that Hood audited the
accompanying balance sheets as of  October 31, 2011 and 2010 and the related statements
of operations, shareholders' equity, and cash flows for the years ended  October 31, 2011
and 2010.

Management’s Discussion and Analysis

Overview, page 33

15. Consider expanding your overview section to provide a balanced, executive -level
discussion that identifies and gives insight into the material opportunities, challenges and
risks fa cing the company, such as those presented by known material trends and
uncertainties, as well as the actions management is taking to address these opportunities,
challenges and risks.  See Item 303(a) of Regulation S -K and SEC Release No. 33 -8350.
For exa mple, discuss the risks and uncertainties involved in offering the Cloud as an
extension of your local process.  As a further example, discuss any challenges in meeting
the company’s cash needs and how you will address the additional costs of be a publicly
reporting company.

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 5

 Results of Operations, page 33

16. Please provide a more detailed narrative discussion regarding the underlying internal or
external business events and developments that had an impact on the company’s financial
results.  For example, dis cuss the underlying events that affected the increase in revenue
from the growth of your customer base and the additional volume from existing
customers in fiscal years 2011, 2010 and the three month ended January 31, 2012.  As a
further example, explain t he reasons for the reduced direct costs in 2011 and the higher
general and administrative expenses in 2011.  Explain whether these changes in revenue
are related to a trend or known demands or whether they are the result of isolated events.

Liquidit y and Capital Resources, page 34

17. We note your disclosure on page 35 that the company’s existing capital may not be
sufficient to meet the company’s cash needs, including the costs of compliance with the
reporting requirements under the Securities Exchange Act .  Please revise to disclose the
minimum dollar amount of funding you require to conduct operations for a minimum
period of one year.  Also disclose the minimum period of time that you will be able to
conduct planned operations using only currently availab le capital resources. We refer you
to Item 303(a)(1) of Regulation S -K and Instructions 2 and 3 to Item 303(a) of
Regulation S -K for additional guidance.

18. Please disclose the material terms of the notes with your officers and directors, including
the terms  of repayment.  Please tell us what consideration you have given to filing the
notes that you issued to your officers and directors as exhibits to this registration
statement.  See Item 601(b)(10) of Regulation S -K.

Directors, Executive Officers, Promoters and Control Persons , page 36

19. We note your disclosure on page 31 that you have four officers but you list five officers
on page 36.  Please advise.

20. Please disclose the names of the three public companies on which Mr. Lowell Holden
currently ser ves as a member of the board of directors.  See Item 401(e)(2) of Regulation
S-K.

21. Please revise the biography of Paul E. Thomas to include all of his business experience in
the last five years.  We note that the biographical description of Mr. Thomas doe s not
disclose that he is the Vice President of Intellectual Property of Cogent as stated on page
40.

22. It appears that all of the executive officers and directors were appointed in November
2011.  Please disclose the names of the executive officers and di rectors for the period
between August 31, 2011 and November 2011.

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 6

 23. It appears that some of the executive officers and key employees are currently engaged in
other business activities outside the company.  We also note that the employment
agreements for the  named executive officers permit the officers to engage in other limited
business activities that are not competitive with and do not involve the company.  Please
add a risk factor that alerts investors to a potential conflict of interest regarding these
relationships and disclose any policies or procedures for the review and approval of any
transactions that may cause a conflict of interest.  Disclose the minimum amount of
business time that each of the executive officers and key employees devote to Skkyne t
Cloud Systems.

24. Please disclose the specific “experience, qualifications, attributes or skills” of each
director that led the company to conclude that the individual should serve as a director.
See Item 401(e) of Regulation S -K.

Certain Relationships a nd Related Transactions, page 41

25. Please revise to provide a materially complete discussion of the Master Intellectual
Property Assignment Agreement and the License Agreement between to Real
Innovations International LLC and Cogent.  For example, it appear s that you should
discuss the payment of $30,000 by Real Innovations to Cogent in consideration for the
sale and transfer of the intellectual property.

26. Please tell us what consideration you have given to disclosing the loans from your
officers and direc tors that you discuss on page 34.

Part II – Information Not Required in the Prospectus

Item 14. Recent Sales of Unregistered Securities, page II -1

27. Please tell us why you have disclosed the issuance of the Series A  preferred shares under
this section.  See Item 701 of Regulation S -K.

Exhibit 23.1

28. We note that Hood & Associates, CPAs, P.C. (Hood) did not consent to the reference to
them as experts in the registration statement.  Please revise to state, if true, th at Hood
consents to the reference to them as “experts” in the registration statement.   Also, please
revise to reference all of the periods the audit opinion covers or consider removing the
reference to “the year ended October 31, 2011” since the registrati on statement includes
several other audited periods.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 7

 all applicabl e Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare t he
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the compan y from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reque sts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please