SecProbe.io

February 10, 2025
Nataliia Petranetska
Chief Executive Officer
Sky Century Investment, Inc.
220 Emerald Vista Way #233
Las Vegas, NV
Re:Sky Century Investment, Inc.
Registration Statement on Form 10-12G
Filed January 14, 2025
File No. 000-56603
Dear Nataliia Petranetska:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Registration Statement on Form 10-12G filed January 14, 2025
Item 1. Description of Business, page 1
1.Please disclose at the outset of this section and MD&A, if true, that of your "four
primary business lines," only two currently generate revenues, that you anticipate
providing your "marketing" and "Cannabis news application" products and services
only in the future, and that you have one employee to develop and implement your
business operations. Disclose the status of development and anticipated timeframe and
expenses of your aspirational business activities. Additionally, where you state that IT
services "account for 31% of the Company's total revenue" and that the sale of RSS
feeds of cannabis news "generates 69% of the Company's total revenue," clarify
which financial period(s) you are referring to.
Please provide additional detail regarding the two business lines (i.e., "IT services"
and "selling of RSS feed") that are currently operational. For example, elaborate on
how you generate revenues, how you source and maintain the "leased servers" you
offer to clients, the types of persons or entities that your customers consist of within
each business line, and how agreements or arrangements with customers and/or 2.

February 10, 2025
Page 2
suppliers are structured, including fee arrangements. Explain how the material
contracts with ITEQ Logic Ltd. and Markebitz Limited on file as exhibits relate to
these business activities, as we note that they provide for a "server lease" and
the transfer of certain cannabis-related databases, and disclose the material terms of
such agreements. To the extent you are dependent on any major customers, disclose as
much, and discuss any intellectual property that is material to your business.
Item 1A. Risk Factors, page 4
3.Add at the beginning of this section a risk factor acknowledging your losses to date
and accumulated deficit in light of your liquidity position, as well as the fact that your
auditor has expressed substantial doubt about your ability to continue as a going
concern. Please also discuss the critical audit matter related to the company's failure to
maintain a corporate bank account, which your auditor's report describes as
"significantly material and unusual in nature." Describe any plans to address this
critical audit matter.
4.Please add a risk factor to highlight that your shares of common stock are quoted on
the OTC Pink Market and discuss related risks, including reduced liquidity, adverse
impacts on your ability to raise capital, and price volatility. Revise your references to
"the market price of our common stock" at pages 4 and 8 to reflect that there is not a
market for your shares.
5.We note from disclosure in the notes to financials that you have notes payable to third
parties and that certain amounts have been converted to equity. Please discuss the
risks associated with the total outstanding amount of notes payable, compared to your
current assets, as well as dilution resulting from the issuance of additional shares of
common stock.
Challenges in legal enforcement may affect business operations., page 6
6.It is unclear what you mean by stating that Item 101(h)(4)(ix) of Regulation S-K
"inform[s] foreign investors about potential legal challenges in enforcing their rights
against the Company," since this provision of Item 101 requires disclosure of the
material "effect of existing or probable governmental regulations" on the company's
business. Please remove this reference and revise to more clearly describe the risk you
are seeking to articulate, as it is unclear how the rights of foreign investors and "cross-
border legal environments" are relevant to your company and the nature of this
registration statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Year Ended August 31, 2024 as Compared to the Year Ended
Aug. 31, 2023, page 10
7.Please expand and revise your discussion to provide a quantified analysis of the
significant drivers for the material changes in your results of operations for the year
ended August 31, 2024 as compared to the year ended August 31, 2023. Where a
change is attributable to more than one factor, please quantify each material item that
impacted your results of operations. Refer to Item 303(b)(2) of Regulation S-K.

February 10, 2025
Page 3
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 12
8.Please identify the natural persons with voting and dispositive control over the shares
held by ITEQ Logic Ltd. and Markebitz Limited.
Item 6. Executive Compensation, page 13
9.Please provide all of the executive compensation information required by Item
402(m)-(r) of Regulation S-K with respect to your most recently completed fiscal
year. We note, for example, that you have not included the summary compensation
table required by Item 402(n). Clarify how the May 2021 loan agreement, as amended
in August 2024, between the company and Ms. Petranetska discussed here relates to
her compensation.
Item 7. Certain Relationships and Related Transactions and Director Independence, page 13
10.Please reconcile your disclosure here that as of August 31, 2024, Ms. Petranetska had
advanced $114,890 to the company with the disclosure on page F-11 that the amount
due to her as of such date was $104,063. Please also disclose the amount due to Ms.
Petranetska as of the latest practicable date and file the related loan agreement and
amendment thereto as exhibits to the registration statement, or explain why you are
not required to do so. Refer to Items 404(d) and 404(a)(5) of Regulation S-K, as well
as Item 601(b)(10)(ii)(A) of Regulation S-K.
11.Please provide all information required by Item 404 of Regulation S-K for the
appropriate time period. Refer to Items 404(d) and (a) of Regulation S-K, the
definition of "related person" in Instruction 1 to Item 404(a), and Instruction 1 to Item
404. For example, we note discussion of certain "payroll liabilities to director" at page
F-11 that are not addressed here, and you appear to have business agreements with
entities identified as greater than 5% shareholders pursuant to Item 403(a) of
Regulation S-K. To the extent the "personal funding" of certain software development
expenses by former director Mr. Alimzhanov constitutes a related party transaction
within the meaning of Item 404, address such transaction here as well.
Item 10. Recent Sales of Unregistered Securities, page 14
12.In addition to your disclosure of the conversion of certain debt into shares of common
stock, please provide the information required by Item 701 of Regulation S-K with
respect to the primary issuances of the related convertible notes or other debt
securities. For the issuances and conversions disclosed in this section, indicate the
exemptions from registration that were relied upon. Refer to Item 701(d) of
Regulation S-K.
General
Change in Independent Public Accounting Firm, page 15
We note that you changed independent auditors from Mainor Audit Partnerid OÜ,
who audited your financial statements for the years ended May 31, 2023 and 2022.
Please provide the disclosures required for the change in independent auditors
pursuant to Item 304(a) of Regulation S-K. Obtain and file as an exhibit to the
 13.

February 10, 2025
Page 4
registration statement a letter from the predecessor auditor with the representations
contained in Item 304(a)(3) of Regulation S-K.
Item 13. Financial Statements and Supplementary Data, page 15
14.Please update your registration statement with interim financial statements for the
three months ended November 30, 2024 in accordance with Rule 8-08 of Regulation
S-X.
Report of the Independent Registered Public Accounting Firm, page F-1
15.We note the statement in the going concern paragraph that management believes
existing shareholders and external fund providers will provide additional cash to meet
the company obligations appears to be inconsistent with the disclosure in Note 2 on
page F-7 which states existing shareholders will provide additional cash. Please
clarify or revise.
Notes to the Financial Statements
Note 3 - Summary of Significant Accounting Policies, page F-7
16.We note from your disclosure on page 8 that you provide IT services and sell RSS
feed. Please tell us how you considered the segment guidance in ASC 280.
Note 4 - Stockholders' Deficit
Common Stock, page F-10
17.The disclosure of the shares issued here appears to be inconsistent with the disclosure
under Item 10. Recent Sales of Unregistered Securities on page 14. For
example, 15,116,279 shares issued to Nataliia Petranetska in November 2022,
15,000,000 shares issued to Zhang Yu in March 2023, 4,907,400 shares issued to
Zhang Yu in June 2024 are disclosed on page 14, but not presented here. The
21,142,857 shares issued to Khamijon Alimzhanov for the conversion of a note
payable in November 2022 is presented here, but not on page 14. Please clarify or
revise.

In addition, it appears the disclosure here and on page 14 of the number of shares
issued is inconsistent with the disclosure in the Statements of Stockholders' Equity
(Deficit) on page F-5. Please clarify or revise.
Revenue Recognition, page F-10
18.We note from your disclosure on page 8 that you earn revenue from IT services, that
includes technical support and server leasing, and revenue from selling RSS feed.
Please disclose your revenue recognition policy for each of your revenue streams in
accordance with ASC 606-10-50.

In addition, considering your multiple revenue streams, please tell us your
consideration of providing the disclosures required under ASC 606-10-50-5.

February 10, 2025
Page 5
Note 5. Related Party Transactions, page F-11
19.Please expand your disclosures of related party transactions to explain the use of your
Director's personal bank account for payments of cash expenditures and cash receipts
from sales. Disclose the nature, types, and amounts of cash transactions processed
through your Director's bank account during the years ended August 31, 2024 and
2023, and how you determined these amounts were properly recognized in the
financial statements for the years then ended. Refer to ASC 850-10-50.
General
20.We note that you are seeking to register both common and preferred stock pursuant to
Section 12(g) of the Exchange Act, as well as your disclosure on pages 14 and F-
11 that your preferred stock has fifteen votes per share and that 5,000,000 shares of
preferred stock were issued and outstanding as of August 31, 2024. Revise where
appropriate throughout the registration statement, including "Item 4. Security
Ownership of Certain Beneficial Owners and Management" and "Item 11. Description
of Company's Securities to be Registered," to provide all required information with
respect to your preferred stock and the ownership thereof. Refer to Item 403 and Item
202 of Regulation S-K. Disclose whether you have a controlling shareholder(s) due to
the disparate voting rights of the preferred stock, and if so, add a risk factor that
highlights their ability to control matters requiring shareholder approval.
21.Please note that your registration statement becomes effective automatically 60 days
after its initial filing pursuant to Section 12(g)(1) of the Exchange Act. You will then
be subject to the reporting obligations of the Exchange Act, including the requirement
to file Forms 10-K, 10-Q, and 8-K, even if comments remain open on this registration
statement. If you do not wish to become subject to these reporting requirements before
completion of our review, you may wish to consider withdrawing this registration
statement before it becomes effective automatically.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Robert Shapiro at 202-551-3273 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Marc Applbaum