SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Stanley Chan
Chief Executive Officer
Scientific Energy, Inc.
Room M 21F, Tong Nam Ah Commercial Centre
180 Alameda Dr, Carlos D'Assumpcao, Macau

 Re: Scientific Energy, Inc.
 Form 10-K for the fiscal year ended December 31, 2023
 File No. 000-50559
Dear Stanley Chan:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 March 13, 2025

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:
 Ameen Hamady
 Isaac Esquivel
 Stacie Gorman
 Pam Howell

 Re: Scientific Energy, Inc.
 Amendment No 2 to Form 10-K for the fiscal year ended December 31, 2023
 Filed September 30, 2024
 File No. 000-50559

 Ladies and Gentlemen:

 This letter sets forth the Company’s response to the comments contained in the letter dated February 18, 2025 (the "Comment Letter") from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 10-K/A (Amendment No. 2) for the fiscal year ended December 31, 2023, filed with the Commission on September 30, 2024.

 Concurrently with this response letter, the Company is filing Amendment No. 3 to Form 10-K for the Fiscal Year ended December 31, 2023 (“Amendment No. 3”) via EDGAR. Amendment No. 3 includes supplements and revisions made in response to the Staff's comments in the Comment Letter.

 For the convenience of the Staff, the comment from the Comment Letter is restated in italics, followed by the Company’s response. In consideration of the length of this letter, please refer to the Amendment No. 3 to Form 10-K for the Fiscal Year ended December 31, 2023 for the complete disclosure.

 Amendment No. 3 to Form 10-K for the Fiscal Year ended December 31, 2023

 General

 1. We note your response to prior comment 1. We reissue in part. Please note that each amended item of the Form 10-K must set forth the complete text of each item. Please revise your Item 1 disclosure to comply with the requirements of Rule 12b-15 of the Exchange Act. Please ensure that disclosure regarding your business operations addresses each service provided or intended to be provided by each subsidiary

 Response:

 We respectfully acknowledge the Staff’s comment, and in response thereto, we have added the complete text of “Item 1 Business” into the Amendment No. 3, and have revised the “Item 1 Business”, specifically, we have added “Item 1 Business - Graphite Products Sale Business” on page 18, to disclose the graphite business that was intended to be operated through our newly incorporated subsidiary, that had not engaged in any business or transaction of any kind by the end of December, 2023, by filing Amendment No. 3 to the Form 10-K (“Amendment No. 3”) to address this issue. Amendment No. 3 includes supplements and revisions made in response to the comments of the Staff in the Comment Letter, and provides disclosure regarding each service provided or intended to be provided by each of our subsidiaries.

 2. Provide prominent disclosure in your company overview about the legal and operational risks associated with being based in or having the majority of the company’s operations in China, including Hong Kong and Macau. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti‐monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Describe the significant regulatory, liquidity, and enforcement risks with cross- references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 Response:

 We respectfully acknowledge and confirm our understanding of the Staff’s comment. In response thereto, the Company respectfully confirms that it has made significant revisions in the “Key Information Related to Doing Business in China and Macau” and “Item 1A – Risk Factors – Risks Related to Doing Business in China and Macau”, to prominently disclose the legal and operational risks associated with being based, or having the majority of the company’s operations located, in China, including Hong Kong and Macau. Specifically,

 (i) “ Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. ”

 In the section of “Key Information Related to Doing Business in China and Macau” starting from page 1, we have made prominent disclosures of various risks which could result in a material change in our operations and/or the value of our securities, including: “ Risks and uncertainties arising from the legal system in China and related to doing business in the PRC and Macau ” on page 2; risks related to “ Permissions and approvals required to be obtained from PRC and Macau authorities for our business operations ” and “ Permissions and approvals required to be obtained from PRC and Macau authorities for our securities offerings ” on page 3;

 (ii) Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or anti‐monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

 We have made disclosures of the aforementioned topics respectively in “ Permissions and approvals required to be obtained from PRC and Macau authorities for our securities offerings ” on page 3; “ Regulatory actions under China’s competition laws, anti-monopoly law and anti-unfair law, may materially and adversely affect our business, financial condition and results of operations, as well as the price of our shares. ” on page 4; and “ Failure to comply with cybersecurity, data privacy, data protection or any other laws and regulations related to data may have a material and adverse impact on our business, financial condition, and operational results, and subject us to fines, penalties, lawsuits, restrictions on our use or transfer of data and other risks ” on page 5. In addition, please refer to “Recent Regulatory Development in the PRC” on page 7 to find the topic of the recent statements and regulatory actions by China’s government.

 (iii) Describe the significant regulatory, liquidity, and enforcement risks with cross- references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 We have made prominent disclosure about the significant regulatory, liquidity, and enforcement risks with cross-references between the section of “Key Information Related to Doing Business in China and Macau” and the section of “Item 1A – Risk Factors – Risks Related to Doing Business in China and Macau”, the latter of which provides more detailed discussion of these risks. For example, along with other risk factors associated with doing business in China, “ Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China, could adversely affect us ” on page 27 addresses risks arising from the legal system in China in general; “ There are significant uncertainties regarding the interpretation of PRC laws, rules, and regulations, which may change at any time with little advance notice and could limit the legal protections available to us ” on page 29 focuses on risks and uncertainties regarding the enforcement of laws, rules and regulations in China can change quickly with little advance notice; “ The Chinese government may intervene in or influence our operations in the Mainland China, or Macau at any time or may exert more control over offerings conducted overseas and/or foreign investment in us, which could result in a material change in our operations and and/or the value of our securities ” on page 27 covers the risk that the Chinese government may intervene in or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale; and “ If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless ” on page 28 acknowledges and discloses the risk that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.

 For ease of review, we have enclosed the summary of risk factors by the end of the section of “Key Information Related to Doing Business in China and Macau”. Any other risks associated with doing business in China and Macau are concurrently covered in the section of “Key Information Related to Doing Business in China and Macau” and “Item 1A – Risk Factors – Risks Related to Doing Business in China and Macau” in Amendment No. 3 to Form 10-K for the Fiscal Year ended December 31, 2023.

 ###

 We hope that the foregoing is sufficiently responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing response, please feel free to contact William G. Hu, Esq., Counsel to the Company, at (917) 831-8475 or at wmhu2000@yahoo.com.

 Very truly yours,

 /s/ Stanley Chan
 Stanley Chan
 Chief Executive Officer

 Cc: William G. Hu, Esq.
 Counsel to Scientific Energy, Inc.

CORRESP
1
filename1.htm

VIA EDGAR

February 26, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn:   Mr. Ameen Hamady

Mr. Isaac Esquivel

Ms. Stacie Gorman

Ms. Pam Howell

Re:

 Scientific Energy, Inc.

Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2023

Filed September 30, 2024

File No. 000-50559

Dear Mr. Hamady, Mr. Esquivel, Ms. Gorman and Ms. Howell:

Scientific Energy, Inc. (the “Company”) confirms receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated February 18, 2025, regarding the Company’s annual report on Amendment No. 2 to Form 10-K for the fiscal year ended December 31, 2023, filed September 30, 2024.  The Company is actively preparing a reply letter that proposes edits to be included on the Amendment No. 3 to the Form 10-K for the fiscal year ended December 31, 2023 in response to the Staff’s comments. To better address the Staff’s comments with the proposed edits and further improve the quality of our disclosure, we respectfully submit to the Staff to request an extension by March 17, 2025 to submit our response to the Staff’s comments.

If you have any further questions or comments, please do not hesitate to contact the Company at stanleychan@scientificenergyinc.com, or our attorney William G. Hu, Esq., at (917) 831-8475, email: wmhu2000@yahoo.com.

 Sincerely,

 /s/ Stanley Chan

 Stanley Chan

 Chief Executive Officer

February 18, 2025
Stanley Chan
Chief Executive Officer
Scientific Energy, Inc.
Room M 21F, Tong Nam Ah Commercial Centre
180 Alameda Dr, Carlos D'Assumpcao, Macau
Re:Scientific Energy, Inc.
Amendment No 2 to Form 10-K for the fiscal year ended December 31, 2023
Filed September 30, 2024
File No. 000-50559
Dear Stanley Chan:
            We have reviewed your filing and have the following comments.
            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.
Amendment No. 2 to Form 10-K for the Fiscal Year ended December 31, 2023
General
1.We note your response to prior comment 1. We reissue in part. Please note that each
amended item of the Form 10-K must set forth the complete text of each item. Please
revise your Item 1 disclosure to comply with the requirements of Rule 12b-15 of the
Exchange Act. Please ensure that disclosure regarding your business operations
addresses each service provided or intended to be provided by each subsidiary.
Provide prominent disclosure in your company overview about the legal and
operational risks associated with being based in or having the majority of the
company’s operations in China, including Hong Kong and Macau. Your disclosure
should make clear whether these risks could result in a material change in your
operations and/or the value your securities or could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government,
such as those related to data security or anti ‐monopoly concerns, have or may 2.

February 18, 2025
Page 2
impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange. describe the
significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change
quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or
foreign investment in China-based issuers, which could result in a
material change in your operations and/or the value of the securities you
are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
            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 Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

SEC Correspondence

VIA EDGAR

September 27, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention:

                Ameen Hamady

                Isaac Esquivel

                Stacie Gorman

                Pam Howell

Re:     Scientific Energy, Inc.

           Amendment No 1 to Form 10-K for the fiscal year ended December 31, 2023

           Filed June 12, 2024

           File No. 000-50559

Ladies and Gentlemen:

This letter sets forth the Company’s response to the comments contained in the letter dated September 17, 2024 (the "Comment Letter") from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2023 filed with the Commission on June 12, 2024.

Concurrently with this response letter, the Company is filing Amendment No. 2 to the Form 10-K (“Amendment No. 1”) via EDGAR.  Amendment No. 2 includes supplements and revisions made in response to the Staff's comments in the Comment Letter.

For the convenience of the Staff, the comment from the Comment Letter is restated in italics, followed by the Company’s response.

Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31, 2023

General

1.         We note your response to prior comment 1. Please note that each amended item of the Form 10-K must set forth the complete text of each item. Please revise your disclosure to comply with the requirements of Rule 12b-15 of the Exchange Act. Further, please note that each aspect of the letters referenced in comment 1, including risk factor disclosure, should be specifically addressed. You should provide specific and prominent disclosures about the legal and operational risks associated with having businesses in this location, consistent with the guidance in our Sample Letter to Companies Regarding China Specific Disclosures and our Sample Letter to China-Based Companies, which were posted to our website July 17, 2023, and on December 20, 2021. You may view the Sample Letters at the following internet addresses: https://www.sec.gov/corpfin/sampleletter-companies-regarding-china-specificdisclosures and https://www.sec.gov/corpfin/sample-letter-china-based-companies. Please position disclosures made in response to all applicable comments in the forepart of the periodic report, without regard to the sectional headings utilized in the Sample Letters and notwithstanding the exemption from risk factor disclosures for smaller reporting companies. Additionally, as previously noted, the discussion of whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act 2023, and related regulations may affect your company, should be provided adjacent to the cover page or in advance of the other disclosures.

Response:

We respectfully acknowledge the Staff’s comment, and in response thereto, we have added the required risk factors regarding doing business in China and have revised the disclosure Regarding Foreign Jurisdictions That Prevent Inspections by filing the Amendment No. 2 to the Form 10-K (“Amendment No. 2”) to address this issue.  Amendment No. 2 includes supplements and revisions made in response to the comments of the Staff in the Comment Letter, and will provide specific and prominent disclosures in the forepart of our future filings with the Commission and disclosure about the legal and operational risks associated with having its businesses in China, including Macau and Hong Kong, consistent with the guidance in your Sample Letters.

For your reference, the proposed disclosure is as set forth below:

Company Overview

Scientific Energy, Inc, (the "Company") was incorporated under the laws of the State of Utah on May 30, 2001. It is not a Chinese operating company, but a Utah holding company with business operations primarily conducted through its majority-owned direct operating subsidiary, Macao E-Media Development Company Limited, a company incorporated in Macau (“MEMD”). We also have several direct or indirect subsidiaries incorporated in Macau, Hong Kong and the mainland China that provide back-office and technical support to our main business operations in Macau. Substantially all of our assets are located in Macau and substantially all of our revenue are derived from Macau. We do not conduct any operations in, nor do we rely on counterparties that operate in, the Xinjiang Uyghur Autonomous Region.

Our principal executive offices are located in Macau. We do not have, nor do we intend to have, any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in Macau, Hong Kong and mainland China.

As a holding company, we have no operation of our own. Our investors hold shares of common stock in Scientific Energy, Inc. the Utah holding company. Due to the significant influence of the Chinese government on Hong Kong and Macau, as a China-based company, our business operations are also affected by the Chinese government.  Below are some risk factors relating to doing business in China.

The Public Company Accounting Oversight Board (the “PCAOB”) had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor has deprived our investors of the benefits of such inspections.

Our auditor, the independent registered public accounting firm that issues the audit report in our SEC filings, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is located in Hong Kong Special Administrative Region of the PRC ("Hong Kong"), China, a jurisdiction where the PCAOB was unable to conduct inspections and investigations before 2022. As a result, we and investors in our securities were deprived of the benefits of such PCAOB inspections. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong in 2022. However, the inability of the PCAOB to conduct inspections of auditors in Hong Kong in the past made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China mainland and Hong Kong that have been subject to the PCAOB inspections, which could cause investors and potential investors in our securities to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by Consolidated Appropriations Act 2023, and related regulations, if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong. The delisting of our common stock or the threat of their being delisted could cause the value of our

common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.

Pursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act 2023, (the "HFCAA"), if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. On May 13, 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of the annual report on Form 10-K for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file the annual report on Form 10-K for the fiscal year ended December 31, 2022. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in Hong Kong to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA and our securities may be delisted from OTC Markets as a result. Delisting of our securities would force holders of our securities to sell their securities. Further, we may be prohibited from listing our securities on another U.S. securities exchange. The market price of our securities could be adversely affected as a result of anticipated negative impacts of such legislative or executive actions upon, as well as negative investor sentiment toward, companies with significant operations in mainland China and Macau/Hong Kong that are listed in the United States, regardless of whether such actions are implemented and regardless of our actual operating performance. See “Item 1A. Risk Factors - Risks Related To Doing Business In China- The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors of the benefits of such inspections" and “Item 1A. Risk Factors—Risks Related To Doing Business In China - Our common stock may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment."

Corporate Structure

Our corporate organizational chart, as of December 31, 2023, is as follows:

Our holding company structure presents unique risks as our investors may never directly hold equity interests in our operating subsidiaries and will be dependent upon dividends and other distributions from our subsidiaries to finance our cash flow needs. Our ability to receive dividends and other contributions from our subsidiaries are significantly affected by regulations promulgated by Macau, Hong Kong and mainland China authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect our operations and/or the value of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to “Item 1A. Risk Factors – Risks Related to Doing Business in China.”

There was no Chinese Communist Party official who sits on the board of the Company and that the Company's certificate of incorporation and bylaws do not contain any charter of the Chinese Communist Party.

Item 1A.    Risk Factors

You should carefully consider the risk factors discussed below, as well as all other information, as an investment in the Company involves a high degree of risk. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially and adversely affect our operations. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects. In such a case, the trading price of our securities could decline.

Summary of Risk Factors

Risks Related to Doing Business in China

·We operate primarily in Macau, Hong Kong and mainland China and we are subject to significant political and economic uncertainties if the Chinese government significantly alters the laws governing Macau and Hong Kong.

·The Chinese Government or Macau/Hong Kong Government may restrict our ability to transfer cash held in or from operations in mainland China or Macau or Hong Kong.

·The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.

·Our common stock may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment.

·Risk of Intervention or Control by the PRC Government

·The PRC government’s significant oversight and influence over our business operation could result in a material adverse change in our operations and the value of our stock shares.

·Changes in China’s economic, or social conditions or government policies could have a material adverse effect on our business and operations.

·Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China, could adversely affect us.

·Permissions Required from the PRC Authorities for Our Operations

·You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws.

·Our subsidiaries in mainland China are subject to restrictions on paying dividends and making other payments to our holding company.

·Governmental control of currency conversion may limit our ability to use our revenues effectively and the ability of our PRC subsidiaries to obtain financing.

Risks Related to Our Business and Industry

·There is substantial doubt regarding our ability to continue as a going concern.

·Our revenue heavily depends on a limited customer base, a trend likely to continue.

·If we fail to retain our existing merchants and consumers or acquire new merchants and consumers in a cost-effective manner, our revenue, revenue growth, and margins may decrease and

September 17, 2024
Stanley Chan
Chief Executive Officer
Scientific Energy, Inc.
Room M 21F, Tong Nam Ah Commercial Centre
180 Alameda Dr, Carlos D'Assumpcao, Macau
Re:Scientific Energy, Inc.
Amendment No 1 to Form 10-K for the fiscal year ended December 31, 2023
Filed June 12, 2024
File No. 000-50559
Dear Stanley Chan:
            We have reviewed your filing and have the following comment.
            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.
Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31, 2023
General
We note your response to prior comment 1. Please note that each amended item of the
Form 10-K must set forth the complete text of each item. Please revise your disclosure to
comply with the requirements of Rule 12b-15 of the Exchange Act. Further, please note
that each aspect of the letters referenced in comment 1, including risk factor disclosure,
should be specifically addressed. You should provide specific and prominent disclosures
about the legal and operational risks associated with having businesses in this location,
consistent with the guidance in our Sample Letter to Companies Regarding China-
Specific Disclosures and our Sample Letter to China-Based Companies, which were
posted to our website July 17, 2023, and on December 20, 2021. You may view the
Sample Letters at the following internet addresses: https://www.sec.gov/corpfin/sample-
letter-companies-regarding-china-specific-
disclosures and https://www.sec.gov/corpfin/sample-letter-china-based-companies. Please
position disclosures made in response to all applicable comments in the forepart of the
periodic report, without regard to the sectional headings utilized in the Sample Letters and
notwithstanding the exemption from risk factor disclosures for smaller 1.

September 17, 2024
Page 2
reporting companies. Additionally, as previously noted, the discussion of whether your
auditor is subject to the determinations announced by the PCAOB on December 16, 2021,
and how the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act 2023, and related regulations may affect your company,
should be provided adjacent to the cover page or in advance of the other disclosures.

            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 Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

VIA EDGAR

June 12, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention:

                     Ameen Hamady

                     Isaac Esquivel

                     Stacie Gorman

                     Pam Howell

Re:     Scientific Energy, Inc.

           Form 10-K for the fiscal year ended December 31, 2023

            File No. 000-50559

Ladies and Gentlemen:

This letter sets forth the responses of Scientific Energy, Inc. (the “Company” or “we”) to the comments the Company received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (“Commission”) set forth in your letter dated May 31, 2024 (the “Comment Letter”) with respect to the above-referenced Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”).

Concurrently with this response letter, the Company is filing Amendment No. 1 to the Form 10-K (“Amendment No. 1”) via EDGAR.  Amendment No. 1 includes revisions made in response to the comments of the Staff in the Comment Letter.

The text of the Staff’s comment has been included in this letter for your convenience, and the Company’s response to the comment has been provided immediately thereafter.

Form 10-K for the fiscal year ended December 31, 2023

General

1.         Given that your businesses are predominantly located within Macau, you should provide specific and prominent disclosures about the legal and operational risks associated with having businesses in this location, consistent with the guidance in our Sample Letter to Companies Regarding China-Specific Disclosures and our Sample Letter to China-Based Companies, which were posted to our website July 17, 2023, and on December 20, 2021. You may view the Sample Letters at the following internet addresses: https://www.sec.gov/corpfin/sample-letter-companies-regarding-china-specificdisclosures and https://www.sec.gov/corpfin/sample-letter-china-based-companies. Please position disclosures made in response to all applicable comments in the forepart of the periodic report, without regard to the sectional headings utilized in the Sample Letters and notwithstanding the exemption from risk factor disclosures for smaller reporting companies. However, a discussion of whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, and how the Holding Foreign Companies Accountable Act and related regulations may affect your company, should be provided adjacent to the cover page or in advance of the other disclosures.

Response:

The Company respectfully acknowledges the Staff’s comment and hereby confirm that the Company is filing Amendment No. 1 to the Form 10-K (“Amendment No. 1”) via EDGAR.  Amendment No. 1 includes revisions made in response to the comments of the Staff in the Comment Letter, and will provide specific and prominent

disclosures in the forepart of the Company’s future filings with the Commission and disclosure about the legal and operational risks associated with having its businesses in Macau, consistent with the guidance in your Sample Letter to Companies Regarding China-Specific Disclosures and your Sample Letter to China-Based Companies.

For your reference, the proposed disclosure is as set forth below:

Scientific Energy, Inc. (the “Company” or “we”) is a holding company incorporated in the State of Utah, U.S.A.  As a holding company with no material operations of our own, we conduct our operations in Macau through our operating subsidiary, Macao E-Media Development Company Limited, a company incorporated in Macau (“Macau”). We also have subsidiaries incorporated in Hong Kong and the People’s Republic of China (“PRC”) that provide back-office and technical support to our business operations in Macau. Substantially all of our assets are located in Macau and substantially all of our revenue is derived from Macau.

Our principal executive offices are located in Macau. We do not have, nor do we intend to have, any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in the PRC, including in Macau and Hong Kong.

Risk of Intervention or Control by the PRC Government

We conduct our operations in Macau. Substantially all of our assets are located in Macau and substantially all of our revenue is derived from Macau. On December 20, 1999, Macau became a Special Administrative Region of China when China resumed the exercise of sovereignty over Macau. The Basic Law of Macau provides that Macau will be governed under the principle of “one country, two systems” with its own separate government and legislature and that Macau will have a high degree of legislative, judicial and economic autonomy.

However, in light of the PRC government’s recent expansion of authority in Macau and Hong Kong, we may be subject to uncertainty about any future actions of the PRC government or authorities in Macau and Hong Kong, and it is possible that all the legal and operational risks associated with being based in and having operations in the PRC may also apply to operations in Macau and Hong Kong in the future. There is no assurance that there will not be any changes in the economic, political and legal environment in Macau and Hong Kong. The PRC government may intervene or influence our current and future operations in Macau and Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like us. Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or completely hinder our ability to offer or continue to offer our stock shares to investors; and (iii) may cause the value of our stock shares to significantly decline or become worthless.

We are also aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in the PRC with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over PRC companies listed oversea, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. In addition, due to long arm provisions under the current laws and regulations of the PRC, there remains regulatory uncertainty with respect to whether in the future we will be required to obtain permissions or approvals from the PRC authorities to operate our business or to list our securities on the U.S. exchanges and offer securities.

We do not currently expect the laws and regulations of the PRC to have any material impact on our business, financial conditions or results of operations and we are currently not subject to the government of the PRC’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC.  As of the date of this report, we are not required to obtain any permission or approval from the governmental authorities of Macau to have our common stock shares quoted on the Over-the-Counter market in the U.S. and offer securities. We have obtained all necessary licenses, permissions or approvals including the business registration certificate from the governmental authorities of Macau, Hong Kong, the PRC to operate our business and to the best of our knowledge, no license, permission or approval has been denied.

Nevertheless, if (i) we do not receive or maintain such permissions or approvals, should such permissions or approvals be required in the future by the government of Macau, Hong Kong or PRC, (ii) we inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may be unable to obtain such permissions or approvals in a timely manner, or at all, and may face regulatory actions or other sanctions from the CSRC, the CAC or other PRC, Macau or Hong Kong regulatory authorities if we fail to fully comply with any new regulatory requirements. Consequently, our operations and financial condition could be materially adversely affected, and our share price may substantially decline in value and become worthless. If there is significant change to current political arrangements between the PRC, Macau and Hong Kong, the PRC government intervenes or influences operations of companies operated in Macau and Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations or cause the value of our stock shares to significantly decline or become worthless.

Holding Foreign Companies Accountable Act

In addition, our common stock shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors for three consecutive years. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCA Act, on December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.

On May 13, 2022, we were identified as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act (“HFCAA”) and the rules promulgated thereunder because our auditor at that time was Centurion ZD CPA & Co., located in Hong Kong, which was a PCAOB-Identified Firm subject to the Hong Kong Determination as of December 16, 2021. On December 15, 2022, the Public Company Accounting Oversight Board (“PCAOB”) announced that it secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. As a result, the PCAOB vacated its December 2021 determinations. While vacating those determinations, the PCAOB noted that, should it encounter any impediment to conducting an inspection or investigation of auditors in mainland PRC or Hong Kong as a result of a position taken by any authority there, the PCAOB would act to immediately reconsider the need to issue new determinations consistent with the HFCAA and PCAOB Rule 6100.

Cash Flows Through Our Organization

Cash from financings and operations is primarily retained by our operating subsidiaries for the purposes of funding our operating activities and capital expenditures. Cash within our group is primarily transferred between our subsidiaries through intercompany loan arrangements. Financing raised by Scientific Energy, Inc. has been transferred to our financing and operating subsidiaries through the use of equity capital contributions or intercompany loan arrangements. In 2022 and 2023, excluding cash transferred for the purpose of the settlement of intragroup charges, no cash has been transferred to our holding company, Scientific Energy, Inc., from its subsidiaries. There are no regulatory or foreign exchange restrictions or limitations on our ability to transfer cash within our corporate group, except that our subsidiaries incorporated in Macau are required to set aside a specified amount of the entity’s profit after tax as a legal reserve which is not distributable to the shareholders of such subsidiaries.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future.

As we conduct our business operations in Macau and are a China-based company, you should carefully consider the risks relating to doing business in China and other risk factors before making an investment in our common stock shares.

***

Should any member of the Staff have any questions or comments with respect to this letter, please contact William G. Hu, Esq., Counsel to Scientific Energy, Inc., at (917) 831-8475 or at wmhu2000@yahoo.com.

                                                                                                                                                              Sincerely,

                                                                                                                                                            /s/ Stanley Chan

                                                                                                                                                            Stanley Chan

                                                                                                                                                            Chief Executive Officer

Via Email:

Cc:  William G. Hu, Esq.

        Counsel to Scientific Energy, Inc.

United States securities and exchange commission logo
May 31, 2024
Stanley Chan
Chief Executive Officer
Scientific Energy, Inc.
Room M 21F, Tong Nam Ah Commercial Centre
180 Alameda Dr, Carlos D'Assumpcao, Macau
Re:Scientific Energy, Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 000-50559
Dear Stanley Chan:
            We have reviewed your filing and have the following comment.
            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.
Form 10-K for the fiscal year ended December 31, 2023
General
1.Given that your businesses are predominantly located within Macau, you should provide
specific and prominent disclosures about the legal and operational risks associated with
having businesses in this location, consistent with the guidance in our Sample Letter to
Companies Regarding China-Specific Disclosures and our Sample Letter to China-Based
Companies, which were posted to our website July 17, 2023, and on December 20, 2021.
You may view the Sample Letters at the following internet addresses:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-china-specific-
disclosures and https://www.sec.gov/corpfin/sample-letter-china-based-companies. Please
position disclosures made in response to all applicable comments in the forepart of the
periodic report, without regard to the sectional headings utilized in the Sample Letters and
notwithstanding the exemption from risk factor disclosures for smaller
reporting companies. However, a discussion of whether your auditor is subject to the
determinations announced by the PCAOB on December 16, 2021, and how the Holding
Foreign Companies Accountable Act and related regulations may affect your company,
should be provided adjacent to the cover page or in advance of the other disclosures.

 FirstName LastNameStanley Chan
 Comapany NameScientific Energy, Inc.
 May 31, 2024 Page 2
 FirstName LastName
Stanley Chan
Scientific Energy, Inc.
May 31, 2024
Page 2
            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 Ameen Hamady at 202-551-3891 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
August 15, 2023
Stanley Chan
Chief Financial Officer
Scientific Energy, Inc.
Room K, 9F, Golden Dragon Centre
105 Xian Xinghai Great Road
Macau
Re:Scientific Energy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 000-50559
Dear Stanley Chan:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       William G. Hu, Esq.

CORRESP
1
filename1.htm

Via EDGAR

August 9, 2023

U. S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549

Attn:Mr. Tyler Howes

Mr. Christopher Dunham

Re:Scientific Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

File No. 000-50559

Dear Mr. Howes and Mr. Dunham:

This letter is been submitted by Scientific Energy, Inc. (the “Company”) in response to the written comment of the staff (the “Staff”) of the U. S. Securities and Exchange Commission (the “SEC”) contained in your letter dated August 4, 2023, on the above-referenced filing (the “Comment Letter”).

For your convenience, we have restated your comment below in bold and supplied our response immediately thereafter.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 37

1.We note your statement that you are not owned or controlled by governmental entities in mainland China or Hong Kong in connection with your required submission under paragraph (a). Please supplementally describe the materials that were reviewed to support your statement and tell us whether you relied upon any legal opinions or third-party certifications such as affidavits as the basis for your statement.

Response:  As of the date of the Form 10-K for the fiscal year ended December 31, 2022 and up to date, the Company is not owned or controlled by governmental entities in Mainland China or Hong Kong.  The Company made this determination based on (1) a review of the Company’s stockholder lists, by which the Company is not aware of any governmental entities in Mainland China or Hong Kong that are beneficial or record holders of any shares of the Company; (2) no governmental entities have made any disclosures on Schedule 13D or Schedule 13G indicating that they own any shares of the Company; (3) the Company is not a party to any material contracts with a foreign governmental entity, and (4) there is no foreign government representative on the Company’s board of directors.

Based on the above, the Company believes that the Company is not owned or controlled by any governmental entities in Mainland China or Hong Kong as of the date of filing of the Form 10-K for the fiscal year ended December 31, 2022.

The Company did not rely upon any legal opinions or third-party certifications such as affidavits as the basis for its disclosure statement as above.

********

In connection with the Company’s response to the Staff’s comment, the Company acknowledges 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.

If you have any questions or require additional information, please contact me at (852) 2530-2089, or our attorney William G. Hu, Esq., at (917) 831-8475, email: wmhu2000@yahoo.com.

1

Very truly yours,

/s/ Stanley Chan

Stanley Chan

Chief Financial Officer

cc:    William G. Hu, Esq.

2

United States securities and exchange commission logo
August 4, 2023
Stanley Chan
Chief Financial Officer
Scientific Energy, Inc.
Room K, 9F, Golden Dragon Centre
105 Xian Xinghai Great Road
Macau
Re:Scientific Energy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 000-50559
Dear Stanley Chan:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 9C of Form 10-K and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 37
1.We note your statement that you are not owned or controlled by governmental entities in
mainland China or Hong Kong in connection with your required submission under
paragraph (a).  Please supplementally describe the materials that were reviewed to support
your statement and tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your statement.
            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.

 FirstName LastNameStanley Chan
 Comapany NameScientific Energy, Inc.
 August 4, 2023 Page 2
 FirstName LastName
Stanley Chan
Scientific Energy, Inc.
August 4, 2023
Page 2
            Please contact Tyler Howes at 202-551-3370 or Christopher Dunham at 202-551-3783
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       William G. Hu, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 September 13, 2010

Stanley Chan
Chief Executive Officer Scientific Energy, Inc. 27 Weldon Street Jersey City, NJ 07306

 Re: Scientific Energy, Inc.
  Preliminary Proxy Statement on Schedule 14A   Filed August 31, 2010   File No. 000-50559

Dear Mr. Chan:

We have completed our review of your filing and have no further comments at
this time on the specific issues raised.
  Sincerely,

Maryse Mills-Apenteng Special Counsel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 September 7, 2010

Stanley Chan
Chief Executive Officer Scientific Energy, Inc. 27 Weldon Street Jersey City, NJ 07306

 Re: Scientific Energy, Inc.
  Preliminary Proxy Statement on Schedule 14A   Filed August 31, 2010   File No. 000-50559

Dear Mr. Chan:

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  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 your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
General

1. Please advise why you have not included the disclosures required by our recent amendment to the proxy rules.  Refer to SEC Release No. 34-61175 Proxy Disclosure Enhancements.
In responding to our comments, please provide a written statement from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Stanley Chan
Scientific Energy, Inc. September 7, 2010 Page 2
 Commission or any person under the federal securities laws of the
United States.

on, Staff Attorney, at (202) 551-3477, or me at
(202) 551-3457 with any other questions.
Sincerely,

enteng
Special Counsel

• the company may not assert staff comments as a defense in any proceeding initiated by the
You may contact Michael F. Johns

Maryse Mills-Ap

Mail Stop 4561         A u g u s t  3 ,  2 0 0 9   Mr. Stanley Chan President and Chief Executive Officer  Scientific Energy, Inc.  27 Weldon Street Jersey City, NJ  07306
Re: Scientific Energy, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Filed April 10, 2009  Form 10-Q for the Quarterly Period Ended March 31, 2009  Filed May 20, 2009  Form 10-K/A#1 for the Fiscal  Year Ended December 31, 2008
 Filed July 15, 2009   File No. 000-50559

Dear Mr. Chan:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Stephen Krikorian Accounting Branch Chief

Mail Stop 4561         J u n e  1 ,  2 0 0 9   Mr. Stanley Chan President and Chief Executive Officer Scientific Energy, Inc.  27 Weldon Street Jersey City, NJ  07306
Re: Scientific Energy, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed April 10, 2009 Form 10-Q for the Quarterly P eriod Ended March 31, 2009
Filed May 20, 2009
 File No. 000-50559

Dear Mr. Chan:

We have reviewed the above-referenced f ilings and have the following comments.
Please note that we have limited our review to only your financial statements and related
disclosures and do not intend to expand our review to other portions of your document.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Stanley Chan
Scientific Energy, Inc.
June 1, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 9A(T). Controls and Procedures

 Changes in Internal Control Over Financial Reporting, page 27

1. Please revise your statement in future filings to disclose if there were any changes
in your internal control over financia l reporting.  Refer to Item 308T(b) of
Regulation S-K.  Similar concerns appl y to your disclosures in your Form 10-Q
for the quarter ended March 31, 2009.
 Item 15. Exhibits, Financial Statement Schedules

 Exhibit 31

2. We note that the certification by your Pr incipal Executive Officer and Principal
Financial Officer is not set forth exactly  as it appears in It em 601(b)(31)(i) of
Regulation S-K.  Please file a revised certification that includes the introductory
language of paragraph 4 and paragraph 4( b) of Item 601(b)(31)(i) of Regulation
S-K regarding your internal control over financial reporting.  The amendment
may be abbreviated and consist of a cove r page, explanatory note, signature page
and paragraphs 1, 2, 4 and 5 of the certification.

Form 10-Q for the Quarterly Period Ended March 31, 2009

Item 4T. Controls and Procedures
 Evaluation of Effectiveness of Disclosu re Controls and Procedures, page 10

3. We note your disclosure on page 11 stat ing that disclosure controls and
procedures “can provide only reasonable, not absolute, assuran ce that the control
system’s objectives will be met.”  In your response letter, please confirm, if true,
that your Chief Executive Officer and Chie f Financial Officer concluded that your
disclosure controls and procedures were  effective at the reasonable assurance
level as of the end of the period covered by your Form 10-Q.  In addition, ensure
that future reports clarify whether your CEO and CFO have concluded that the controls and procedures are effective at th at reasonable assurance level.  In the
alternative, omit from future filings the re ference to the level of assurance of your
disclosure controls and procedures.  Pl ease see Section II.F.4 of SEC Release No.
33-8238, Management's Reports on Internal  Control Over Financial Reporting
and Certification of Disclosure in Exchange Act Periodic Reports.

* * * * * * *

Mr. Stanley Chan
Scientific Energy, Inc.  June 1, 2009 Page 3
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Ryan Rohn, Staff Accountant, at (202)  551-3739 or me at (202)
551-3730 if you have any questions re garding the above comments.
        S i n c e r e l y ,           Stephen Krikorian
Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      May 3, 2006

Via U.S. Mail

Jana Meyer
Secretary
Scientific Energy, Inc.
630 North 400 West
Salt Lake City, Utah  84103

Re:	Scientific Energy, Inc.
Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder
Filed April 27, 2006
File Number 5-81735

Dear Ms. Meyer:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule 14f-1
Voting Securities and Ownership of Certain Beneficial Owners and
Management, page 3
1. In the future, please note that the footnotes to the beneficial
ownership table should identify the natural person who controls,
i.e.
voting or investment power, the stock owned by the entities listed
in
the table.  See Exchange Act Rule 13d-3.  For example, you should
have disclosed the natural person who controls the common stock
owned
by Kelton Capital Group Limited.

Board of Directors Information, page 5

2. In the future, please revise to ensure that you have provided
all
of the information required pursuant to Item 7(d) of Schedule 14A.
For example, you indicate that the Company does not maintain a
separate audit, compensation or nominating committee, however, you
have not stated the basis for the view that it is appropriate for
you
to not have a nominating committee, pursuant to Item 7(d)(2).
Further, note that even where the company does not have any
defined
policy or procedures for shareholder recommendations, you must
provide the basis for the board`s apparent view that it is
appropriate not to have a policy regarding the consideration of
director candidates recommended by security holders and a process
for
security holders to send communications to the board pursuant to
Items 7(d)(2)(ii)(F) and 7(h)(1) of Schedule 14A.

Schedule 13D filed April 14, 2006
3. Please be advised that where the statement on Schedule 13D is
filed by a corporation, the information called for by Items 2-6
must
be given with respect to each executive officer and director
and/or
controlling person of the corporation.  See Instruction C to
Schedule
13D.  We note that Kelton Capital Group Limited is the filing
person
on this Schedule 13D, however, it does not appear that the
information required pursuant to Instruction C has been provided.
Please revise to provide this information.
4. Further, it is not clear whether a representative of Kelton
Capital Group Limited has executed the Schedule 13D on behalf of
Kelton, considering it states that it was executed by William G.
Hu,
on behalf of Stanley Chan, without any indication of Mr. Chan`s
relationship to Kelton.  Further, as it appears that the statement
is
being signed on behalf of Mr. Chan, evidence of Mr. Hu`s authority
to
sign on behalf of Mr. Chan should be filed with the statement,
pursuant to Item 7.  Please revise to provide this information.

Form 8-K filed on April 20, 2006
5. We note that this document was filed pursuant to Item 5.01 of
Form
8-K.  In light of the election of directors pursuant to the change
of
control transaction, it would appear that Item 5.02 would also be
applicable to this change of control transaction.  Please revise
to
file an amended Form 8-K reflecting this additional item and the
related disclosure, or tell us why you believe this item is not
applicable to this transaction.

Closing comment

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
      Please direct any questions regarding our comments to me at
(202) 551-3264.  You may also reach me via facsimile at (202) 772-
9203.

								Sincerely,

								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile (801) 733-0808:

Leonard E. Neilson, Esq.

Scientific Energy, Inc.
May 3, 2006
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

October 30, 2006

Stanley Chan
Scientific Energy, Inc.
27 Weldon Street
Jersey City, New Jersey 07306

Re: Scientific Energy, Inc.
 Preliminary Information Statement on Schedule 14C
Filed July 28, 2006
 File No. 0-50559

Dear Mr. Chan:

With respect to the above referenced f iling, we have limited our review to the
matters discussed with the staff on August 4, 2006.

Please respond to these comments by filing a revised preliminary information
statement as appropriate.  When you respond, please furnish a cover letter that keys your
responses to our comments.  If you believe that compliance with our comments is not
appropriate, please provide the basis for your  view in your response letter, which you
should file electronically on EDGAR under th e tag “CORRESP.”  Please also note the
location of any material changes made in the materials for reasons other than in response
to specific staff comments.  Also, note the requirements of Rule 14c-5(e) of Regulation
14C.

 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Stanley Chan
Scientific Energy, Inc.
October 30, 2006 P. 2

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Please contact William Bennett, Staff A ttorney, at (202) 551-3389 with any
questions.

        S i n c e r e l y ,

        /s/ William A. Bennett
       for

        M i c h e l e  M .  A n d e r s o n
        L e g a l  B r a n c h  C h i e f

cc: Via facsimile
 Andrea Weinstein
        Fax: (212) 480-0717