SecProbe.io

August 14 , 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.
   Amendment No. 2 to Registration Statement on Form S -1
Filed July 23, 2012
  File No. 333 -180951

Dear Mr. Thomas :

We have reviewed your amended Form S -1 and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  Unless
otherwise noted, where prior comments are referred to they refer to our letter dated May 23,
2012 .

General

1. Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide s in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buye rs or institutional accredited
investors.  Similarly, please supplementally provide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 105(a) of the Jumps tart Our Business Startups Act by any
broker or dealer that is participating or will participate in your offering.

Risk Factors, page 4

2. We note your response to prior comment 4 but continue to believe that you should revise
the risk factors, particularly those listed in the bullet point format on page 6, to separately
discuss how the conditions and uncertainties present material risks to p otential investors.
For example, you should provide a risk factor regarding the nature of your clients that
you reference on page 6, discuss your reliance on any particular client, and how the mix
of clients affects your business operation and financial c ondition.   In this regard, we note
that you disclose on page 27 that you had a customer in the last three years that is
responsible for more than 10% of your revenues.  Please disclose the precise amount over

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
August 14 , 2012
Page 2

 10% and the years in which you generated reven ue from this customer.  Finally, tell us
what consideration you have given to filing this agreement as an exhibit pursuant to Item
601(b)(10)(ii)(B) of Regulation S -K.

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

3. We note your response to prior comment 6 but it is unclear why you characterize your
hosting network infrastructure as “optional.”  Please revise to clarify this statement.

Management Discussion and Analysis , page 33

4. We note your revised disclosure in re sponse to prior comment 16 that the sales increase
for the year ended October 31, 2011 and the six months ended April 30, 2012 was
attributable to both existing and new customers.  Please tell us what consideration you
have given to quantifying the revenue  from existing versus new customers.  Further, tell
us the basis for your belief that “sales will continue to increase at approximately the same
rate over the next 2 years.”  Please ensure that your discussion in this section is focused
on the current resu lts of your financial results.  Explain whether your expectation for
future revenue is based on orders or commitments that are firm.

Need for Additional Financing, page 35

5. We note that your revised disclosure in response to prior comment 17 does not ad dress
the minimum period of time that you will be able to conduct planned operations using
only currently available capital resources.  In providing this information, please do not
account for future revenue that is not firm.  Also, given your disclosure t hat you will
require an additional $50,000 over the next year to comply with reporting requirements as
a public company, please revise your statement that the company’s existing capital is
sufficient to meet the company’s cash needs.

Executive Compensation, page 39

6. You state on page 34 that Andrew Thomas and Paul Benford converted the salary they
had accrued through January 31, 2012 to notes payable on April 30, 2012.  Please
disclose the portion of the salary that has been converted into notes  and the amount of
salary that is still accrued.  Discuss any arrangements or agreements you have with the
executive officers to pay the accrued salaries.

Exhibit 23.1

7. As previously requested in prior comment 28, please revise to reference all of the p eriods
the audit opinion covers, including the year ended October 31, 2010, or consider
removing the reference to only the year ended October 31, 2011.  In this regard, we note
that the consent filed as exhibit 23.1 to the amendment filed June 27, 2012 inc luded the

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
August 14 , 2012
Page 3

 year ended October 31, 2010.   Please also revise to eliminate the incorporation by
reference language in the first sentence considering the audit report is included in the
registration statement.

You may contact David Edgar, Staff Accountant,  at (202) 551 -3459 or Patrick Gilmore,
Accounting Branch Chief, at (202) 551 -3406 if you have any questions regarding comments on
the financial statements and related matters.  Please address questions regarding all other
comments to Jan Woo, Staff Attorne y, at (202) 551 -3453 or, in her absence, to the undersigned
at (202) 551 -3735 .  If you require further assistance, you may contact Barbara C. Jacobs,
Assistant Director, at (202) 551 -3735.

Sincerely,

     /s/ Barbara C. Jacobs

     Barbara C. Jacobs
     Assistant Director

cc: Via E -mail
Sol V. Slotnik