SecProbe.io

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 August 14, 2025

David Sealock
Chairman and Chief Executive Officer
Sky Quarry Inc.
700 W. 700 South, Suite 101
Woods Cross, Utah 84087

 Re: Sky Quarry Inc.
 Registration Statement on Form S-1
 Filed July 18, 2025
 File No. 333-288770
Dear David Sealock:

 We have reviewed your registration statement and have the following
comment(s).

 Please respond to this letter by amending your registration 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed July 18, 2025
Risk Factors, page 7

1. We note that on March 28, 2025, you received a letter from Nasdaq
indicating that,
 for the prior 30 consecutive business days, the bid price for the
Company s common
 stock had closed below the minimum $1.00 per share requirement for
continued
 listing under Nasdaq Listing Rule 5550(a)(2) and that you have until
September 24,
 2025 to regain compliance. Please include a risk factor to address
potential
 consequences of the Nasdaq notice and the length of time your stock has
been trading
 below $1.00. In this regard, we note that the de-listing of your common
stock from
 The Nasdaq Capital Market is a suspension event under the Purchase
Agreement.
We may require additional financing to sustain our operations..., page 7

2. Please revise your risk factor disclosure to address the possibility
that the company
 may not have access to the full amount available to it under the equity
line.
 August 14, 2025
Page 2

Use of Proceeds, page 10

3. We note that certain proceeds exceeding $1,000,000 will be used to pay
down the
 existing debt obligations between Foreland Refining Corporation and
Libertas
 Funding, LLC. Please revise the use of proceeds to disclose the current
total amount
 outstanding under all of the agreements and any effective interest
rates. Refer to
 Instruction 4 to Item 504 of Regulation S-K.
Exhibits

4. We note you disclose in your notes to financial statements on page F-33
of your Form
 10-K for the year ended December 31, 2024 that on June 21, 2021, you
entered into a
 governance agreement between the Company and JP Morgan, which grants to
JP
 Morgan certain rights. Please file the JPM Agreement as an exhibit to
your
 registration statement. Refer to Item 601 of Regulation S-K.
5. We note that as of the date of your Form 10-K for the year ended
December 31, 2024,
 approximately $8,238,705 of your outstanding debt was currently past
due, including
 debt owed to Libertas Funding LLC and LendSpark Corporation in the
amount of
 $5,082,977 and $1,747,212, respectively. Please file or confirm that you
have filed all
 material debt agreements as exhibits to your registration statement.
Refer to Item
 601(b)(10) of Regulation S-K.
General

6. Please note that the completion of our review of your registration
statement is subject
 to the resolution of our comments on your December 31, 2024 Form 10-K.
To the
 extent applicable, please revise your registration statement disclosures
to address our
 comments in the Form 10-K.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 August 14, 2025
Page 3

 Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at
202-551-
3717 if you have questions regarding comments on the financial statements and
related
matters. Please contact Anuja Majmudar at 202-551-3844 or Kevin Dougherty at
202-551-
3271 with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Louis A. Bevilacqua
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