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January 16, 2024
David Sealock
Chief Executive Officer
Sky Quarry Inc.
707 W. 700 S. Suite 101
Woods Cross, UT 84087
Re:Sky Quarry Inc.
Offering Statement on Form 1-A
Filed December 20, 2023
File No. 024-12373
Dear David Sealock:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1.You state in footnote 1 that you intend to "register" the agent warrants and the shares
exercisable upon exercise of the warrants as part of this offering. The timing of the
issuance of such warrants is unclear, particularly insofar as it appears to be based on the
number of shares sold in the offering. You also indicate in the principal Form 1-A
filing that “3636364” shares are being offered. However, you do not list the warrants or
warrant shares at the top of the offering circular cover page or provide detailed disclosures
elsewhere in the filing. Please provide consistent disclosure. For example, clarify whether
you are seeking to qualify the warrants and the shares underlying the warrants.
2.Similarly, ensure that the opinion filed as exhibit 12 addresses all offered securities
covered by the Form 1-A offering. That opinion also currently refers to "the Securities and
the common stock into which the Securities may convert," without explaining that
reference in the context of the definition provided earlier in the opinion. Please obtain and
file an opinion which clearly addresses the offered securities.

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 January 16, 2024 Page 2
 FirstName LastName
David Sealock
Sky Quarry Inc.
January 16, 2024
Page 2
Exchange Listing, page II-28
3.You disclose that you have submitted an application to list your common stock on
the Nasdaq Capital Market. Please revise your offering circular to include a summary of
the listing requirements. Please also prominently disclose any material requirements for
initial listing that you do not currently meet, and disclose how and when you anticipate
satisfying them.
4.In addition, you indicate that your common stock will not commence trading on the
Nasdaq Capital Market until, among other things, this offering is terminated. Provide
consistent disclosure on the cover page, at page 9, and in this section regarding the timing
of the application, listing, and commencement of trading. The other disclosures appear to
leave open the possibility that trading on the Nasdaq Capital Market could commence as
early as the qualification of this offering on Form 1-A.
Compensation of Executive Officers and Directors, page II-59
5.Please provide updated director and executive officer compensation for your last
completed fiscal year. See Item 11 of Part II of Form 1-A.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Claudia Rios at 202-551-8770 or Timothy Levenberg at 202-551-3707
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Lebrecht, Esq.