SecProbe.io

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 March 28, 2025

Lowell Holden
Chief Financial Officer
Skkynet Cloud Systems, Inc.
2233 Argentia Road, Suite 302
Mississauga, Ontario
Canada L5N 2X7

 Re: Skkynet Cloud Systems, Inc.
 Form 10-K for the Fiscal Year Ended October 31, 2024
 Form 10-Q for the Fiscal Quarter Ended January 31, 2025
 Response dated March 27, 2025
 File No. 000-54747
Dear Lowell Holden:

 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 Technology
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</DOCUMENT>

CORRESP
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 skky_corresp.htm Lowell Holden, CFO Direct 612.961.5656 Email lowell.holden@skkynet.com March 27, 2025 United Securities and Exchange Commission Division of Corporate Finance Office of Technology Washington, DC 20549 Re: Skkynet Cloud Systems, Inc. Form 10-K for the Fiscal Year Ended October 31, 2024 Form 10-Q for the Fiscal Quarter Ended January 31, 2025 File No. 000-54747 In reference to your letter dated March 25, 2025 and subsequent telephone conversation on March 26, 2025 with your staff member, the Company is responding to your comments pertaining to the Management’s Discussion and Analysis of Financial conditions and Results of Operations, Results of Operations, page 12 of the 10-Q for the Period Ended January 31, 2025. 1. Going forward, the Company will expand the revenue discussion with additional details and trends as it is attributional to various sectors which impact the results of operations as noted in the revised paragraph. 2. “For the three month period ended January 31, 2025, revenue was $828,052 compared to $630,536 for the same period in 2024. Revenue increased for the three months period ended January 31, 2024 over the same period in 2024 by 31.3%. This increase was attributable to increased product sales “software” of $206,589 in 2025 over the same period in 2024, along with an increase in support sales of $8,523 offset by a decrease in Cloud and other sales of $17,596. The increase in revenue was the result of the increased number of software licenses sold in 2025 over the same period in 2024. The increase in licenses sold is a result of a growth in both existing customer purchases, plus new customer purchases from advertising and the trending awareness of the Company’s product.” Please respond with any future questions or comments. Yours very truly, Skkynet Cloud Systems, Inc. By: Lowell Holden Chief Financial Officer Skkynet Cloud Systems · 2233 Argentia Road · Suite 302 · Mississauga · ON · L5N 2X7 · 1.888.702.7851 · skkynet.com

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 March 25, 2025

Lowell Holden
Chief Financial Officer
Skkynet Cloud Systems, Inc.
2233 Argentia Road, Suite 302
Mississauga, Ontario
Canada L5N 2X7

 Re: Skkynet Cloud Systems, Inc.
 Form 10-K for the Fiscal Year Ended October 31, 2024
 Form 10-Q for the Fiscal Quarter Ended January 31, 2025
 File No. 000-54747
Dear Lowell Holden:

 We have limited our review of your filing to the financial statements
and related
disclosures 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-Q for the Period Ended January 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 12

1. In future filings, please expand your revenue discussion to provide
additional details
 around trends impacting your results of operations and to quantify the
extent to which
 changes are attributable to changes in price, volume, product or service
offerings, or
 other market factors. For example, we note that your current disclosures
attribute your
 31.3% increase in revenue to higher sales by Cogent but do not provide
quantification,
 context, and clarity in regard to the underlying drivers. Refer to Item
303(b)(2)(iii) of
 Regulation S-K.
 In closing, 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.
 March 25, 2025
Page 2

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage
at 202-
551-3361 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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skky_corresp.htm

 April 25, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Priscilla Dao

   Re:

   Acceleration Request for Skkynet Cloud Systems, Inc.

   Registration Statement on Form S-1 (File No. 333-262797)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Skkynet Cloud Systems, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may come effective at 12:00 p.m., Washington D.C. time, on Tuesday, April 26, 2022, or as soon as practicable thereafter. In this regard, the Company is aware of its obligations under the Securities Act.

 The Company acknowledges that:

   ·

  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

   ·

  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

   ·

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

      Skkynet Cloud Systems, Inc.

    By:

  Lowell T. Holden

        Chief Financial Officer

 Skkynet Cloud Systems · 2233 Argentia Road · Suite 306 · Mississauga · ON · L5N 2X7 · 1.888.702.7851 · skkynet.com

United States securities and exchange commission logo
April 11, 2022
Andrew Thomas
Chief Executive Officer
Skkynet Cloud Systems, Inc.
2233 Argentia Road, Suite 306
Mississauga , ON
Canada L5N 2X7
Re:Skkynet Cloud Systems, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 18, 2022
File No. 333-262797
Dear Mr. Thomas:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form S-1
Exhibits
1.Please file a revised legality opinion that is consistent with the number of shares that are
being offered by selling shareholders in this offering.  We note that the selling
shareholders are offering 8,000,150 shares of common stock but the legality opinion
indicates that you are registering 7,996,400 shares of common stock.

 FirstName LastNameAndrew Thomas
 Comapany NameSkkynet Cloud Systems, Inc.
 April 11, 2022 Page 2
 FirstName LastName
Andrew Thomas
Skkynet Cloud Systems, Inc.
April 11, 2022
Page 2
            You may contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Claudia McDowell

United States securities and exchange commission logo
March 11, 2022
Andrew Thomas
Chief Executive Officer
Skkynet Cloud Systems, Inc.
2233 Argentia Road, Suite 306
Mississauga , ON
Canada L5N 2X7
Re:Skkynet Cloud Systems, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 25, 2022
File No. 333-262797
Dear Mr. Thomas:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Selling Security Holders, page 11
1.You state that the exercise price of the common stock purchase options range from $0.001
to $0.64 per option.  Please revise to indicate the exercise price of these options, the
expiration dates, and the exemption upon which you relied for the placement of these
purchase options.  Also, revise your Use of Proceeds section to indicate the amount you
could receive from the exercise of the options.  Finally, provide the disclosure required by
Item 701 of Regulation S-K.

 FirstName LastNameAndrew Thomas
 Comapany NameSkkynet Cloud Systems, Inc.
 March 11, 2022 Page 2
 FirstName LastName
Andrew Thomas
Skkynet Cloud Systems, Inc.
March 11, 2022
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.
            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.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Claudia McDowell

March 19, 2013

Via Email
Mr. Paul Thomas
President
Skkynet Cloud Systems, Inc.
20 Bay Street – Suite 1100
Toronto, Ontario Canada

Re: Skkynet Cloud Systems, Inc.
 Form 8-K filed March 4, 2013
File No. 000-54747

Dear Mr. Thomas :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding init iated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
informat ion the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jaime  G. John

 Jaime G. John
Staff Accountant

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    skkynet_corresp.htm

Paul E. Thomas, President

Direct  416.728.6997

Email  paul.thomas@skkynet.com

March 12, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-6010

Attn: Jaime G. John, Staff Accountant

Re:
Skkynet Cloud Systems, Inc.

Form 8-K filed March 4, 2013

File No. 000-54747

Dear Mr. John,

This letter is a point by point response to your letter of comments dated March 8, 2013 to Form 8-K of Skkynet Cloud Systems, Inc. (“Skkynet” or the “Company”) filed with the Securities and Exchange Commission on March 4, 2013. The item numbers below correspond to the item numbers in your comment letter. For convenience we have reproduced the text of each comment and provided the Company’s response immediately below the text.

Item 4.01 Changes in Registrant’s Certifying Accountant

1.

Please amend your Form 8-K to specifically state whether Hood & Associates, CPAs, P.C. (Hood) resigned, declined to stand for re-election or was dismissed, as required by Item 304(a)(1)(i) of Regulation S-K.

REPLY: The Company has revised Form 8-K to state that Hood was dismissed.

2.

Please amend your Form 8-K to state whether the reports issued by Hood for either of the past two years (October 31, 2012 and 2011) contained an adverse opinion or a disclaimer of opinion or was qualified or modified as described in Item 304(a)(1)(ii) of Regulation S-K. Ensure that your disclosure continues to address the uncertainty related to your ability to continue as a going concern.

REPLY: The Company has revised Form 8-K to additionally state that there were no disagreements, or adverse opinions, disclaimer of opinions, qualifications or modifications on the reports issued by Hood for either of the past two years (October 31, 2012 and 2011) and subsequent interim period through March 1, 2013 (as defined in Item 304 of Regulation S-K) with Hood.

Skkynet Cloud Systems · 20 Bay St · Suite 1100 · Toronto · ON · M5J 2N8 · 1.888.628.2028 · F.1.888.705.5366 · skkynet.com

1

3.

Please amend your Form 8-K to state whether the decision to change accountants was approved by either the board of directors or an audit or similar committee of the board of directors. Refer to Item 304(a)(1)(iii) of Regulation S-K.

REPLY: The Company has revised Form 8-K to state that the dismissal of Hood and the engagement of MaloneBailey LLP were done with approval of the Board of Directors.

4.

We note that your disclosure regarding disagreements with Hood does not specify a time frame.  Please amend the Form 8-K to disclose whether there were any disagreements as described in Item 304(a)(1)(iv) of Regulation S-K with Hood during the two most recent fiscal years and subsequent interim period through the date when they resigned, were dismissed or declined to stand for re-election.

REPLY: As per Comment #2, the Company has revised Form 8-K to specify a time frame including the past two years (October 31, 2012 and 2011) and subsequent interim period through March 1, 2013.

5.

We note your disclosure regarding the engagement of MaloneBailey LLP (MaloneBailey) addresses consultations during the most recent fiscal year end and the interim periods preceding the engagement. Please amend your Form 8-K to disclose whether there were any consultations with MaloneBailey during the two most recent fiscal years and subsequent interim period through the date they were engaged. Refer to Item 304(a)(2) of Regulation S-K.

REPLY: The Company has revised Form 8-K to state that there were no consultations with MaloneBailey during the Company’s two most recent fiscal years ended (October 31, 2012 and 2011), the interim period (January 31, 2013), and through March 1, 2013 preceding the engagement of MaloneBailey.

6.

In your amended Form 8-K, include an Exhibit 16 letter from Hood referencing the amended Form 8-K.

REPLY: The Company is awaiting a letter from Hood referencing the amended Form 8-K, and it will revise the amended Form 8-K to include Exhibit 16 upon its receipt from Hood.

The Company acknowledges that: (i) the company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) 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.

Please address all questions regarding the Company’s enclosures to the undersigned at (888) 628-2028 or by e-mail to paul.thomas@skkynet.com.  Thank you.

Yours very truly,

SKKYNET CLOUD SYSTEMS, INC.

By:

Paul E. Thomas, President

cc:

Via e-mail

Andrew S. Thomas

Lowell Holden

2

March 8, 2013

Via Email
Mr. Paul Thomas
President
Skkynet Cloud Systems, Inc.
20 Bay Street – Suite 1100
Toronto, Ontario Canada

Re: Skkynet Cloud Systems, Inc.
 Form 8-K filed March 4, 2013
File No. 000-54747

Dear Mr. Thomas :

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 more 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.

Item 4.01 Change s in Registrant’s Certifying Accountant

1. Please amend  your Form 8 -K to specifically state whether Hood & Associates , CPAs,
P.C. (Hood) resigned, declined to stand for re -election or was dismissed, as required by
Item 304(a)(1)(i) of Regulation S -K.

2. Please amend  your Form 8 -K to state whether the reports issued by Hood for either of the
past two years (October 31, 2012 and 2011) contained an adverse opinion or a disclaimer
of opinion or was qualified or modified as described in Item 304(a)(1)(ii) of Regu lation
S-K.  Ensure that your disclosure continues to address the uncertainty related to your
ability to continue as a going concern.

Mr. Paul Thomas
Skkynet Cloud Systems, Inc.
March 8, 2013
Page 2

 3. Please amend  your Form 8 -K to state whether the decision to change accountants was
approved by either the board of direc tors or an audit or similar committee of the board of
directors.  Refer to Item 304(a)(1)(iii)  of Regulation S -K.

4. We note that your disclosure regarding disagreements with Hood does not spec ify a time
frame.  Please amend  the Form 8 -K to disclose wheth er there were any disagreements as
described in Item 304(a)(1)(iv) of Regulation S -K with Hood during the two most recent
fiscal years and subsequent interim period  through the date when they resigned, were
dismissed or declined to stand for re -election .

5. We note your dis closure regarding the engagement of MaloneBailey LLP (MaloneBailey)
addresses consultations during the most recent fiscal year end and the interim periods
preceding the engagement.  Please amend  your Form 8 -K to disclose whether there were
any consultatio ns with MaloneBailey  during the two most recent fiscal years  and
subsequent interim period through the date they were engaged.  Refer to Item 304(a)(2)
of Regulation S -K.

6. In your amended Form 8 -K, include an Exhibit 16 letter from Hood  referencing the
amended  Form 8 -K.

As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will respond.  You may wish to provide us with marked copies
of the amendment to expedite our review.  Please furnis h a cover letter with your amendment
that keys your responses to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your amendm ent and responses 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 information required under the Securities
Exchange Act of 1934 and that they have provided all information inv estors require for an
informed investment decision.  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 connec tion 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 respon se to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

Mr. Paul Thomas
Skkynet Cloud Systems, Inc.
March 8, 2013
Page 3

  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
infor mation 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.

You may contact me at (202) 551 -3446 if you have questions.

Sincerely,

 /s/ Jaime  G. John

 Jaime G. John
Staff Accountant

CORRESP
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SKKYNET CLOUD SYSTEMS, INC.

20 Bay Street—Suite 1100

Toronto, Ontario

Canada M5J 2N8

(855) 755-9638

September 28, 2012

VIA Electronic Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-6010

Attn: Barbara C. Jacobs, Assistant Director

RE:  Skkynet Cloud Systems, Inc.

Registration Statement on Form S-1

File No. 333-180951

Dear Ms. Jacobs:

Skkynet Cloud Systems, Inc. (the “Company”)
hereby requests acceleration of the effective time of the above referenced registration statement to noon on Wednesday October
3, 2012, or as soon thereafter as possible. The Company hereby acknowledges that:

(i) should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

(ii) the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing;

(iii) the Company may not assert staff comments and
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    Sincerely yours,

    Skkynet Cloud Systems, Inc.

    By:  /s/ Paul Thomas

    Paul Thomas,

    President

CORRESP
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SOL V. SLOTNIK, P.C.

11 East 44th Street-19th
Floor

New York, New York 10019

Tel. (212) 687-1222

Fax (212) 986-2399

September 14, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-6010

Attn: Barbara C. Jacobs, Assistant Director

Attn: Jan Woo, Staff Attorney

Attn: Patrick Gilmore, Accounting Branch Chief

Attn: David Edgar, Staff Accountant

    RE:
    Skkynet Cloud Systems, Inc.

    Amendment No. 3 to Registration Statement on Form S-1

    Filed August 30, 2012

    File No. 333-180951

Ladies and Gentlemen:

This letter is a point by point response
to your letter of comments dated September 10, 2012 to Amendment No. 3 to the registration statement on Form S-1 (“registration
statement”) of Skkynet Cloud Systems, Inc. (“Skkynet” or the “Company”) filed with the Securities
and Exchange Commission on August 30, 2012. The item numbers below correspond to the item numbers in your comment letter. For convenience
we have reproduced the text of each comment and provided the Company’s response immediately below the text. We are simultaneously
filing Amendment No. 4 (the “Amendment”) to the registration statement, and where relevant we have referred to changed
pages in the registration statement including the preliminary prospectus.

General

 1. Please update your financial statements and related financial information included in the filing,
as necessary, to comply with Rule 8-08 of Regulation S-X.

Reply: The Company has updated its financial
statements and related financial information to comply with Rule 8-08 of Regulation S-K. The unaudited financial statements and
the related MD&A discussion cover the nine month periods ended July 31, 2012 and July 31, 2011. See the Amendment – pages
1, 3, 35-37, and 45-46 and pages F-3 through and including F-7 of the Financial Statements.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September 14, 2012

Page
2

Risk Factors, page 4

 2. We note that your revised disclosure in response to prior comment 2 does not include a risk factor regarding your reliance
on a small number of customers. In this respect, we note your disclosure that in the last three years twenty customers accounted
for approximately 50% of your gross revenues, and that one customer accounted for 19% and 13% of gross revenues in FY 2010 and
FY 2011, respectively. Please include a risk factor that alerts investors regarding the uncertainties of relying on a small number
of significant customers.

Reply: The Company has added a risk factor
to address the comment. See the Amendment – page 6.

Certain Relationships and Related Transactions, page 42

 3. We note your response to prior comment 6 that the company does not have any arrangements with
its executive officers to pay the accrued salaries except for the portion of the accrued salaries converted to promissory notes
the company issued to Messrs.Thomas and Benford on April 30, 2012. Your disclosure indicates that as of July 31, 2012, Andrew Thomas,
Paul Benford, Lowell Holden and Paul Thomas each had accrued salaries. Please clarify whether there is any legal obligation to
pay the accrued salaries of each of these officers and whether the company views these salaries as obligations that will be paid
in some form in the future.

Reply: The Company has added a statement to the effect
that the accrued salaries of each of its officers remains an obligation of the Company and will be paid as and when funds are available
for payment. See the Amendment – pages 35, 36 and 43.

The Company acknowledges that: (i) should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September 14, 2012

Page 3

Please address all questions
regarding the Company’s enclosures to the undersigned at (212) 687-1222 or by e-mail to slotnik@mindspring.com Thank you.

    Sincerely,

    /s/ Sol V. Slotnik

    Sol V. Slotnik

    cc:
    Via e-mail

    Richard C. Fox, P.A.

    Andrew S. Thomas

    Paul E. Thomas

    Lowell Holden

September 10 , 2012

Via E -mail
Andrew S. Thomas
Chief Executive Officer
Skkynet Cloud Systems, Inc.
20 Bay Street – Suite 1100
Toronto, Ontario
Canada M5J 2N8

Re: Skkynet  Cloud Systems, Inc.
   Amendment No. 3 to Registration Statement on Form S -1
Filed August 30, 2012
  File No. 333 -180951

Dear Mr. Thomas :

We have reviewed your amended Form S -1 and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  Unless
otherwise noted, where prior comments are referred to they refer to our letter dated August 14,
2012 .

General

1. Please update your financial statements and related financial information included in the
filing, as necessary, to comply with Rule 8 -08 of Regulation S -X.

Risk Factors, page 4

2. We note that your revised disclosure in response to prior comment 2 does not include a
risk factor regarding your reliance on a small number of customers.  In this respect, we
note your disclosure that in the last three years twenty customers accounted for
approximately 50% of your gross revenues, and th at one customer accounted for 19% and
13% of gross revenues in FY 2010 and FY 2011, respectively.  Please include a risk
factor that alerts investors regarding the uncertainties of relying on a small number of
significant customers.

Certain Relationships and Related Transactions, page 42

3. We note your response to prior comment 6 that the company does not have any
arrangements with its executive officers to pay the accrued salaries except for the portion
of the accrued salaries converted to promissory notes  the company issued to Messrs.

Andrew S.  Thomas
Skkynet Cloud Systems, Inc.
September 10, 2012
Page 2

 Thomas and Benford on April 30, 2012.  Your disclosure indicates that as of July 31,
2012, Andrew Thomas, Paul Benford, Lowell Holden and Paul Thomas each had accrued
salaries.  Please clarify whether there is any legal oblig ation to pay the accrued salaries of
each of these officers and whether the company views these salaries as obligations that
will be paid in some form in the future.

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

Sincerely,

     /s/ Barbara C. Jacobs

     Barbara C. Jacobs
     Assistant Director

cc: Via E -mail
Sol V. Slotnik

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SOL V. SLOTNIK, P.C.

11 East 44th Street-19th
Floor

New York, New York 10019

Tel. (212) 687-1222

Fax (212) 986-2399

August 28, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-6010

Attn: Barbara C. Jacobs, Assistant Director

Attn: Jan Woo, Staff Attorney

Attn: Patrick Gilmore, Accounting Branch Chief

Attn: David Edgar, Staff Accountant

RE:  Skkynet Cloud Systems, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed
July 23, 2012

File No. 333-180951

Ladies and Gentlemen:

This letter is a point by point response
to your letter of comments dated August 14, 2012 to Amendment No. 2 to the registration statement on Form S-1 (“registration
statement”) of Skkynet Cloud Systems, Inc. (“Skkynet” or the “Company”) filed with the Securities
and Exchange Commission on July 23, 2012. The item numbers below correspond to the item numbers in your comment letter. For convenience
we have reproduced the text of each comment and provided the Company’s response immediately below the text. We are simultaneously
filing Amendment No. 3 (the “Amendment”) to the registration statement, and where relevant we have referred to changed
pages in the registration statement including the preliminary prospectus.

General

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

Reply: Neither the Company nor anyone authorized
to act on its behalf provides reports in reliance on Section 5(d) of the Securities Act to potential investors that are qualified
institutional buyers or institutional accredited investors. The Company is not aware of any research reports about the Company
that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 (Section 105(a) of the Jumpstart
Our Business Startups Act) by any broker or dealer that is participating or will participate in the offering. It should be noted
that the offering is one by selling stockholders of the Company, and the Company is not offering any of its shares for sale.

U.S. Securities and Exchange Commission

Division of Corporation Finance

August 28, 2012

Page
2

Risk Factors, page 4

2.  We note your response to prior comment 4 but continue to believe that you should revise
the risk factors, particularly those listed in the bullet point format on page 6, to separately discuss how the conditions and
uncertainties present material risks to potential investors. For example, you should provide a risk factor regarding the nature
of your clients that you reference on page 6, discuss your reliance on any particular client, and how the mix of clients affects
your business operation and financial condition. In this regard, we note that you disclose on page 27 that you had a customer
in the last three years that is responsible for more than 10% of your revenues. Please disclose the precise amount over10% and
the years in which you generated revenue from this customer. Finally, tell us what consideration you have given to filing this
agreement as an exhibit pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K.

REPLY: The
Company has revised the risk factors by separating certain bullet points in the risk factor on page 6 of Amendment No. 2 to
the registration statement. See the Amendment pages 6 to 7. The disclosure regarding the individual customer from which the
Company received revenues of more than 10% has been added.  See the Amendment, page 28. There is no formal
agreement between this customer and the Company. The relationship is based upon the Company receiving a series of purchase
orders during the course of each fiscal year, and as such, the “agreement” is really a series of purchase orders
the Company completes in the ordinary course of its business. As a result there is no agreement to file in response to
the comment reference to Item 601(b)(10)(ii) of Regulation S-K.

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

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

REPLY: The statement has been clarified in accordance
with the Staff’s comment. See the Amendment,  page 9.

Management Discussion and Analysis, page 33

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

U.S. Securities and Exchange Commission

Division of Corporation Finance

August 28, 2012

Page
3

REPLY: The Company has amended the Management
Discussion and Analysis section (“MDA”) to allocate percentages of revenue between existing versus new customers
for the year ended October 31, 2011 and for the six months ended April 30, 2012. We have removed the reference concerning the
Company’s belief that its sales will continue to increase at approximately the same rate over the next 2 years so that
the discussion is focused on the Company’s current financial results. See the Amendment, page 34.

Need for Additional Financing, page 35

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

REPLY: The MDA section entitled “Need for
Additional Financing” has been revised again to conform to prior comment 17. The Company has not taken into
account or made assumptions about non-firm future sources of revenue. Lastly, the Company has revised the section in conformity
with the Staff’s comment in the last sentence of comment 5. See the Amendment, page 36.

Executive Compensation, page 39

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

REPLY: The Company has revised its description of the
portion of the accrued salaries of Messrs. Andrew S. Thomas and Paul Benford to clarify the amount of salary converted to promissory
notes and the amount of salary that is still accrued. The revised description is included in the text accompanying the tabular
description of the notes in the section entitled “Certain Relationships and Related Transactions.” The Company does
not have any arrangements with its executive officers to pay the accrued salaries except for that portion of the accrued salaries
converted to promissory notes the Company issued to Messrs. Thomas and Benford. The repayment terms are governed by the payment
terms in these notes and are disclosed in the prospectus. See the Amendment, pages 35 to 36 and 42 to 43.

U.S. Securities and Exchange Commission

Division of Corporation Finance

August 28, 2012

Page
4

Exhibit 23.1

7.  As previously
requested in prior comment 28, please revise to reference all of the periods the audit opinion covers, including the year ended
October 31, 2010, or consider removing the reference to only the year ended October 31, 2011. In this regard, we note that the
consent filed as exhibit 23.1 to the amendment filed June 27, 2012 included the year ended October 31, 2010. Please also revise
to eliminate the incorporation by reference language in the first sentence considering the audit report is included in the registration
statement.

REPLY: The consent has been revised so as to reference
all of the periods the audit opinion covers and the incorporation by reference language has been eliminated.

The Company acknowledges that:
(i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please address all questions
regarding the Company’s enclosures to the undersigned at (212) 687-1222 or by e-mail to slotnik@mindspring.com Thank you.

    Sincerely,

    /s/ Sol V. Slotnik

    Sol V. Slotnik

    cc:
    Via e-mail

Richard C. Fox, P.A.

Andrew S. Thomas

Paul E. Thomas

Lowell Holden

August 14 , 2012

Via E -mail
Andrew S. Thomas
Chief Executive Officer
Skkynet Cloud Systems, Inc.
20 Bay Street – Suite 1100
Toronto, Ontario
Canada M5J 2N8

Re: Skkynet Cloud Systems,  Inc.
   Amendment No. 2 to Registration Statement on Form S -1
Filed July 23, 2012
  File No. 333 -180951

Dear Mr. Thomas :

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

General

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

Risk Factors, page 4

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

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

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

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

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

Management Discussion and Analysis , page 33

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

Need for Additional Financing, page 35

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

Executive Compensation, page 39

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

Exhibit 23.1

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

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

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

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

Sincerely,

     /s/ Barbara C. Jacobs

     Barbara C. Jacobs
     Assistant Director

cc: Via E -mail
Sol V. Slotnik

CORRESP
1
filename1.htm

SOL V. SLOTNIK, P.C.

11 East 44th Street-19th
Floor

New York, New York 10019

Tel. (212) 687-1222

Fax (212) 986-2399

July 23, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-6010

Attn: Barbara C. Jacobs, Assistant Director

Attn: Jan Woo, Staff Attorney

Attn: Patrick Gilmore, Accounting Branch Chief

Attn: David Edgar, Staff Accountant

RE:  Skkynet Cloud Systems, Inc.

Registration Statement on Form S-1

Filed April 26, 2012

File No. 333-180951

Ladies and Gentlemen:

This letter is a point by point response
to your letter of comments dated July 10, 2012 concerning Amendment No. 1 filed on June 27, 2012 (“Amendment 1”) to
the registration statement on Form S-1 (“registration statement”) of Skkynet Cloud Systems, Inc. (“Skkynet”
or the “Company”) filed with the Securities and Exchange Commission on April 26, 2012. The comment concerned the requirement
that the registration statement be amended to include the appropriate financial statements as required by Rule 8-08 of Regulation
S-X and for the Company to revise its disclosure as necessary.

For convenience we have reproduced the
text of the comment and provided the Company’s response immediately below the text. We are simultaneously filing Amendment
No. 2 (“Amendment 2”) to the registration statement, and where relevant we have referred to changed pages in the registration
statement including the preliminary prospectus.

Comment (unnumbered)

Please amend your registration statement to
include the appropriate information financial statements as required by Rule 8-08 of Regulation S-X and revise your disclosure
as necessary.

United States Securities and Exchange Commission

Division of Corporation Finance

July 23, 2012

Page 2

Response: The Company has filed Amendment
2 in which the following sections have been revised to describe and reflect the Company’s unaudited financial statements
through and including the period ended April 30, 2012. All numbers in parentheses are to specific pages in the preliminary prospectus
filed as part of Amendment 2:

Summary Financial Data (2-3);

Consolidated Balance Sheets (F-3);

Consolidated Statement of Operations (F-4);

Consolidated Statement of Stockholders’ Deficit (F-5)

Consolidated Statement of Cash Flows (F-6);

Management Discussion and Analysis (33, 34 and 35).

For convenience of review we are
filing the same exhibits with Amendment 2 as were previously filed with Amendment 1.

The Company acknowledges that: (i)
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please address all questions regarding
the Company’s enclosures to the undersigned at (212) 687-1222 or by e-mail to slotnik@mindspring.com Thank you.

    Sincerely,

    /s/ Sol V. Slotnik

    Sol V. Slotnik

    cc:
    Via e-mail

Richard C. Fox, P.A.

Andrew S. Thomas

Paul E. Thomas

Lowell Holden

July 10, 2012

Via E -mail
Andrew S. Thomas
Chief Executive Officer
Skkynet Cloud Systems, Inc.
20 Bay Street – Suite 1100
Toronto, Ontario
Canada M5J 2N8

Re: Skkynet Cloud Systems, Inc.
   Amendment No. 1 to Registration Statement on Form S -1
Filed June 27, 2012
  File No. 333 -180951

Dear Mr. Thomas :

 Our preliminary review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations under that Act, and the requirements of the form.  Specific ally, we are unable to
complete a review of the registration statement due to the absence of current financial
statements.  Please amend your registration statement to include the appropriate financial
statements as required by Rule 8 -08 of Regulation S -X and revise your disclosure as necessary.
For this reason, we will not perform a detailed examination of the registration statement, and we
will not issue any comments because to do so would delay the review of other disclosure
documents that do not appear  to contain comparable deficiencies.

If you were to request acceleration of the effective date of the registration statement in its
present form, we would likely recommend that the Commission deny your request.  We suggest that
you consider filing a subst antive amendment to correct the deficiencies.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Via E -mail
Sol V. Slotnik

CORRESP
1
filename1.htm

SOL V. SLOTNIK, P.C.

11 East 44th Street-19th
Floor

New York, New York 10019

Tel. (212) 687-1222

Fax (212) 986-2399

June 27, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-6010

Attn: Barbara C. Jacobs, Assistant Director

Attn: Jan Woo, Staff Attorney

Attn: Patrick Gilmore, Accounting Branch Chief

Attn: David Edgar, Staff Accountant

RE:  Skkynet Cloud Systems, Inc.

Registration Statement on Form S-1

Filed April 26, 2012

File No. 333-180951

Ladies and Gentlemen:

This letter is a point by point response
to your letter of comments dated May 23, 2012 on the registration statement on Form S-1 (“registration statement”)
of Skkynet Cloud Systems, Inc. (“Skkynet” or the “Company”) filed with the Securities and Exchange Commission
on April 26, 2012. The item numbers below correspond to the item numbers in your comment letter. For convenience we have reproduced
the text of each comment and provided the Company’s response immediately below the text. We are simultaneously filing Amendment
No. 1 (the “Amendment”) to the registration statement, and where relevant we have referred to changed pages in the
registration statement including the preliminary prospectus.

General

1.	Since you appear to qualify as an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that you are an emerging growth
company and revise your prospectus to:

 · Describe how and when a company may lose emerging growth company status;

 · Briefly describe the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley
Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.

United States Securities and Exchange Commission

Division of Corporation Finance

June 27, 2012

Page 2

State your election under Section 107(b) of
the JOBS Act:

o  If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or

o  If you have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1), provide a risk factor explaining that this election allows you to delay
the adoption of new or revised accounting standards that have different effective dates for public and private companies until
those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in
your critical accounting policy disclosures.

In addition, consider describing the extent to which
any of these exemptions are available to you as a Smaller Reporting Company.

Response: We have disclosed on the
prospectus cover page that the Company is an emerging growth company. We have also revised the Company prospectus to (i) describe
how and when the Company may lose emerging growth company status and (ii) the various exemptions that are available to the Company
and (iii) our election under Section 107(b) of the JOBS Act. Under section 107(b) of the JOBS Act, the Company has elected to
“opt out” of the transition period for compliance with new or revised accounting standards that have different effective
dates for public and private companies and has stated that its election is irrevocable. As a result of its decision to “opt
out” of the transition period, the Company has not provided any additional risk factors concerning this item. See the Amendment:
cover page and page 26.

Registration Cover Page

2.  Please tell us why the cover page indicates that the securities being registered are
not being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. We note that you have provided
the undertakings relating to an offering under Rule 415.

Response: The Company has revised
the cover page to indicate that the offering will be offered on a continuous basis under Rule 415.

United States Securities and Exchange Commission

Division of Corporation Finance

June 27, 2012

Page 3

Prospectus Summary

Financing of Ongoing and New Business Financing,
page 2

3.  Please revise your statement that you “intend to fund your ongoing and immediate future
                                                                             activities from current revenues” to clarify that your accountants have issued a “going concern”
                                                                             opinion with regard to your continuing ability to operate as a result of cash flow constraints. Further, please revise your
                                                                             section under “Business Revenues” in the prospectus summary to focus your disclosure on the company’s
                                                                             current financial condition rather than predictions of future revenue.

Response: The Company has revised
the statement on page 2 to add a reference to the “going concern” opinion, and revised the Company’s
disclosure under “Business Revenue” in accordance with the comment. See the Amendment page 2.

Risk Factors, page 4

4.  We note that some of your risk factors discuss several distinct risks to the company
or an investment in the company’s securities under one heading. Consider revising the risk factors, particularly those listed
in bullet point format on page 6, to provide separately captioned paragraphs that address specifically how the conditions and
uncertainties present material risks to potential investors.

Response: Respectfully, the Company considered
the request and believes that the risk factors as currently drafted provide sufficient disclosure to potential investors about
these aspects of its business as currently conducted. However, the Company will be pleased to discuss this comment further with
the Staff.

5.  We note that you have not filed a registration statement under the Securities Exchange
Act and it appears likely that you will not become a fully reporting company but will instead be a Section 15(d) issuer that provides
periodic reports but is exempt from many regulatory requirements that apply to fully reporting companies. As applicable, please
include a risk factor that alerts potential investors to the limited reporting status for the company and the limitations on the
information and regulatory oversight to which you will be subject as a Section 15(d) issuer. Given the number of shareholders
in your company, it appears that you should inform investors of the statutory provisions that may result in the automatic termination
of any periodic reporting responsibilities in the event that you have less than 300 shareholders after the year that your registration
statement becomes effective. In addition, please revise your statement on page 32 that you will become subject to the full informational
and periodic reporting requirements of the Exchange Act.

Response: Concurrently with filing the
Amendment to the registration statement, the Company has filed a registration statement on Form 8-A under the Securities Exchange
Act of 1934 to register its shares of common stock pursuant to section 12(g) of the Securities Exchange Act. Therefore, the Company
has not added the suggested risk factor about limited reporting status. For the same reason the Company has not made the other
changes requested in the comment.

United States Securities and Exchange Commission

Division of Corporation Finance

June 27, 2012

Page 4

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

6.  Please clarify your statement that your hosting infrastructure is an “optional
part” of your business operations.

Response: The Company added language
to clarify that its “hosting infrastructure” is an optional part of its business structure. See the Amendment page
8.

Selling Stockholders, page 13

7.  Please disclose the individual or individuals who exercise the voting and dispositive
powers with regard to the shares being offered for resale by legal entities, such as Baypoint Investments, Ltd., Burnt Rock Investments,
Ltd, Hampton Bays Holdings, Ltd., Stoneland, Ltd., and Insequor Capital, Inc. See Regulation S-K Compliance and Disclosure Interpretations
Question 140.02 available at http://www.sec.gov/divisions/corpfin/ guidance/regs-kinterp.htm.

Response: The identities of the individual
or individuals who exercise voting and dispositive power with regard to the shares being offered for resale by legal entities has
been added in the form of footnotes to the selling stockholder table. See the Amendment pages 14 and 22.

Interest of Named Experts and Counsel, page 25

8.  Please revise to clarify that Richard C. Fox of Fox Law Offices, P.A., who provided
the legal opinion regarding the validity of the securities being registered, is an officer of the company.

Response: The section has been revised
in accordance with the comment. See the Amendment page 25.

Business, page 26

9.  With respect to all third-party statements in your prospectus -- such as market data
by the International Data Corporation, Infonetics Research, and Ovum -- please provide us with the relevant portion of the industry
research reports you cite. To expedite our review, please clearly mark each source to highlight the applicable portion of the
section containing the statistic, and cross-reference it to the appropriate location in your prospectus. Please tell us whether
any of the reports were prepared for you or in connection with the offering. Also, ensure that the dates of the reports are disclosed
in the prospectus.

United States Securities and Exchange Commission

Division of Corporation Finance

June 27, 2012

Page 5

Response: The Company has enclosed by
separate letter to the Staff as supplementary material and not part of the filing the relevant portions of the industry research
reports the Company cites in the prospectus. The Company has marked each source to highlight the applicable portion of the section
containing the statistical material referenced in the prospectus. Set forth below is a list of Exhibits containing a description
of the enclosed materials.

    Exhibit
    Description of Exhibit

    1.
    IDC Press Release dated December 1, 2011

    2.
    IDC Press Release dated June 20, 2011

    3.
    Gartner press release dated March 27, 2012

    4.
    WinterGreen Research summary report dated June 2011

    5.
    Infonetics Research press release dated April 5, 2011

    6.
    OVUM White Paper dated May 2011

The reports were not prepared at the behest
of the Company nor in connection with the offering. The dates of each report are set forth in the prospectus. See the Amendment
page 26.

10.  Please revise the description of your business to clarify your key products and services.
For example, clarify your references to “Supervisory Control and Data Acquisition (SCADA)” and your “DataHub
software.”

Response: The business description has
been clarified in accordance with the comment. See the Amendment page 26.

11.  We note your disclosure that the company was formed primarily for the purpose of taking
the existing business lines of Cogent and integrating these businesses with Cloud based systems. Please clarify whether the company
had any business operations or revenue prior to the merger with Cogent in March 2012.

Response: The Company did not have any
business operations or revenue prior to the merger with Cogent in March 2012, and the Company has revised the prospectus to so
state. See the Amendment pages 1 and 26.

Our acquisition of Cogent, page 26

12.  We note your disclosure elsewhere that you issued 5,000 shares of the company’s
Series A Preferred Stock to Sakura Software and Benford Consultancy in March 2012. Please tell us whether this issuance was connected
to the issuance of the acquisition of Cogent from Sakura Software and Benford Consultancy in March 2012.

United States Securities and Exchange Commission

Division of Corporation Finance

June 27, 2012

Page 6

Response: The issuance of the Series
A Preferred stock was connected to the issuance of the acquisition of Cogent from Sakura Software and Benford Consultancy in March
2012, and the Company has added the description of this connection in the following places in the prospectus: See the Amendment
pages 1 and 26.

Our Customers, page 26

13.  We note that you have included a selected list of customers. Please disclose whether
each customer is a current customer and the objective criteria you used in selecting the customers you identified by name, which
will assist investors in understanding their significance to you. Indicate the percentage of your revenues each identified customer
represents or otherwise indicate their level of significance.

Response: The Company has removed
the list of all customers and replaced it with a summary discussion and description of its customers. See the Amendment
pages 26-27.

Report of Independent Registered Public Accounting Firm,
page F-2

14.  Please revise the introductory paragraph to indicate, if true, that Hood audited the
accompanying balance sheets as of October 31, 2011 and 2010 and the related statements of operations, shareholders' equity,
and cash flows for the years ended October 31, 2011 and 2010.

Response: The introductory paragraph
has been revised in accordance with the comment. See the Amendment page F-2.

Management’s Discussion and Analysis

Overview, page 33

15.  Consider expanding your overview section to provide a balanced, executive-level discussion
that identifies and gives insight into the material opportunities, challenges and risks facing the company, such as those presented
by known material trends and uncertainties, as well as the actions management is taking to address these opportunities, challenges
and risks. See Item 303(a) of Regulation S-K and SEC Release No. 33-8350. For example, discuss the risks and uncertainties involved
in offering the Cloud as an extension of your local process. As a further example, discuss any challenges in meeting the company’s
cash needs and how you will address the additional costs of being a publicly reporting company.

United States Securities and Exchange Commission

Division of Corporation Finance

June 27, 2012

Page 7

Response: The MD&A discussion has
been revised in accordance with the comment. See the Amendment page 33.

Results of Operations, page 33

16.  Please provide a more detailed narrative discussion regarding the underlying internal
or external business events and developments that had an impact on the company’s financial results. For example, discuss
the underlying events that affected the increase in revenue from the growth of your customer base and the additional volume from
existing customers in fiscal years 2011, 2010 and the three month ended January 31, 2012. As a further example, explain the reasons
for the reduced direct costs in 2011 and the higher general and administrative expenses in 2011. Explain whether these changes
in revenue are related to a trend or known demands or whether they are the result of isolated events.

Response: The MD&A discussion
has been revised in accordance with the comment. See the Amendment page 33.

Liquidity and Capital Resources, page 34

17.  We note your disclosure on page 35 that the company’s existing capital may not
be sufficient to meet the company’s cash needs, including the costs of compliance with the reporting requirements under
the Securities Exchange Act. Please revise to disclose the minimum dollar amount of funding you require to conduct operations
for a minimum period of one year. Also disclose t

May 23, 2012

Via E -mail
Andrew S. Thomas
Chief Executive Officer
Skkynet Cloud Systems, Inc.
20 Bay Street – Suite 1100
Toronto, Ontario
Canada M5J 2N8

Re: Skkynet Cloud Systems, Inc.
   Registration Statement on Form S -1
Filed April 26, 2012
  File No. 333 -180951

Dear Mr. Thomas:

We have reviewed your registration statement 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 by amending your registration statement and providing the
requested information.   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 yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined  in the
Jumpstart Our Business Startups Act, please disclose on your prospectus cover page  that
you are an emerging growth company and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, such as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 2

 o If you h ave elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b), include
a statement that the election is irrevocable; or
o If you have elected to use the extended transition period f or complying with
new or revised accounting standards under Section 102(b)(1), provide a risk
factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies.  Please
state in your risk factor that, as a result of this election, your financial
statements may not be comparable to companies that comply with public
company effective dates.  Include a  similar statement in your critical
accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

Registration Cover Page

2. Please tell us why the cover page  indicates that the securities being registered are not
being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act.  We note that you have provided the undertakings relating to an offering under Rule
415.

Prospectus Summary

Financing of Ongoing and New Business Financing, page 2

3. Please revise your statement that you “intend to fund your ongoing and immediate future
activities from current revenues” to clarify that your accountants have issued a “going
concern” opini on with regard to your continuing ability to operate as a result of cash flow
constraints.  Further, please revise your section under “Business Revenues” in the
prospectus summary to focus your disclosure on the company’s current financial
condition rather  than predictions of future revenue.

Risk Factors, page 4

4. We note that some of your risk factors discuss several distinct risks to the company or an
investment in the company’s securities under one heading.  Consider revising the risk
factors, particul arly those listed in bullet point format on page 6, to provide separately
captioned paragraphs that address specifically how the conditions and uncertainties
present material risks to potential investors.

5. We note that you have not filed a registration st atement under the Securities Exchange
Act and it appears likely that you will not become a fully reporting company but will
instead be a Section 15(d) issuer that provides periodic reports but is exempt from many

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 3

 regulatory requirements that apply to fully  reporting companies.  As applicable, please
include a risk factor that alerts potential investors to the limited reporting status for the
company and the limitations on the information and regulatory oversight to which you
will be subject as a Section 15( d) issuer.  Given the number of shareholders in your
company, it appears that you should inform investors of the statutory provisions that may
result in the automatic termination of any periodic reporting responsibilities in the event
that you have less th an 300 shareholders after the year that your registration statement
becomes effective.  In addition, please revise your statement on page 32 that you will
become subject to the full informational and periodic reporting requirements of the
Exchange Act.

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

6. Please clarify your statement that your hosting infrastructure is an “optional part” of your
business operations.

Selling Stockholders, page 13

7. Please disclose the ind ividual or individuals who exercise the voting and dispositive
powers with regard to the shares being offered for resale by legal entities, such as
Baypoint Investments, Ltd., Burnt Rock Investments, Ltd, Hampton Bays Holdings, Ltd.,
Stoneland, Ltd., and I nsequor Capital, Inc.  See Regulation S -K Compliance and
Disclosure Interpretations Question 140.02 available at
http://www.sec.gov/divisions/corpfin/ guidance/regs -kinterp.htm .

Interest of Named Experts and Counsel, page 25

8. Please revise to clarify that Richard C. Fox of Fox Law Offices, P.A., who provided the
legal opinion regarding the validity of the securities being registered, is an officer of the
company.

Business, page 26

9. With respect to all third -party statements in your prospectus -- such as market data by the
International Data Corporation, Infonetics Research, and Ovum -- please provide us with
the relevant portion of the industry research reports you cite.  To expedite our review,
please clearly mark each sourc e to highlight the applicable portion of the section
containing the statistic, and cross -reference it to the appropriate location in your
prospectus.  Please tell us whether any of the reports were prepared for you or in
connection with the offering.  Also , ensure that the dates of the reports are disclosed in
the prospectus.

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 4

 10. Please revise the description of your business to clarify your key products and services.
For example, clarify your references to “Supervisory Control and Data Acquisition
(SCADA)” a nd your “DataHub software.”

11. We note your disclosure that the company was formed primarily for the purpose of taking
the existing business lines of Cogent and integrating these businesses with Cloud based
systems.  Please clarify whether the company had an y business operations or revenue
prior to the merger with Cogent in March 2012.

Our acquisition of Cogent, page 26

12. We note your disclosure elsewhere that you issued 5,000 shares of the company’s Series
A Preferred Stock to Sakura Software and Benford Co nsultancy in March 2012.  Please
tell us whether this issuance was connected to the issuance of the acquisition of Cogent
from Sakura Software and Benford Consultancy in March 2012.

Our Customers, page 26

13. We note that you have included a selected list o f customers.  Please disclose whether
each customer is a current customer and the objective criteria you used in selecting the
customers you identified by name, which will assist investors in understanding their
significance to you.  Indicate the percentag e of your revenues each identified customer
represents or otherwise indicate their level of significance.

Report of Independent Registered Public Accounting Firm, page F -2

14. Please revise the introductory paragraph to indicate, if true, that Hood audited the
accompanying balance sheets as of  October 31, 2011 and 2010 and the related statements
of operations, shareholders' equity, and cash flows for the years ended  October 31, 2011
and 2010.

Management’s Discussion and Analysis

Overview, page 33

15. Consider expanding your overview section to provide a balanced, executive -level
discussion that identifies and gives insight into the material opportunities, challenges and
risks fa cing the company, such as those presented by known material trends and
uncertainties, as well as the actions management is taking to address these opportunities,
challenges and risks.  See Item 303(a) of Regulation S -K and SEC Release No. 33 -8350.
For exa mple, discuss the risks and uncertainties involved in offering the Cloud as an
extension of your local process.  As a further example, discuss any challenges in meeting
the company’s cash needs and how you will address the additional costs of be a publicly
reporting company.

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 5

 Results of Operations, page 33

16. Please provide a more detailed narrative discussion regarding the underlying internal or
external business events and developments that had an impact on the company’s financial
results.  For example, dis cuss the underlying events that affected the increase in revenue
from the growth of your customer base and the additional volume from existing
customers in fiscal years 2011, 2010 and the three month ended January 31, 2012.  As a
further example, explain t he reasons for the reduced direct costs in 2011 and the higher
general and administrative expenses in 2011.  Explain whether these changes in revenue
are related to a trend or known demands or whether they are the result of isolated events.

Liquidit y and Capital Resources, page 34

17. We note your disclosure on page 35 that the company’s existing capital may not be
sufficient to meet the company’s cash needs, including the costs of compliance with the
reporting requirements under the Securities Exchange Act .  Please revise to disclose the
minimum dollar amount of funding you require to conduct operations for a minimum
period of one year.  Also disclose the minimum period of time that you will be able to
conduct planned operations using only currently availab le capital resources. We refer you
to Item 303(a)(1) of Regulation S -K and Instructions 2 and 3 to Item 303(a) of
Regulation S -K for additional guidance.

18. Please disclose the material terms of the notes with your officers and directors, including
the terms  of repayment.  Please tell us what consideration you have given to filing the
notes that you issued to your officers and directors as exhibits to this registration
statement.  See Item 601(b)(10) of Regulation S -K.

Directors, Executive Officers, Promoters and Control Persons , page 36

19. We note your disclosure on page 31 that you have four officers but you list five officers
on page 36.  Please advise.

20. Please disclose the names of the three public companies on which Mr. Lowell Holden
currently ser ves as a member of the board of directors.  See Item 401(e)(2) of Regulation
S-K.

21. Please revise the biography of Paul E. Thomas to include all of his business experience in
the last five years.  We note that the biographical description of Mr. Thomas doe s not
disclose that he is the Vice President of Intellectual Property of Cogent as stated on page
40.

22. It appears that all of the executive officers and directors were appointed in November
2011.  Please disclose the names of the executive officers and di rectors for the period
between August 31, 2011 and November 2011.

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 6

 23. It appears that some of the executive officers and key employees are currently engaged in
other business activities outside the company.  We also note that the employment
agreements for the  named executive officers permit the officers to engage in other limited
business activities that are not competitive with and do not involve the company.  Please
add a risk factor that alerts investors to a potential conflict of interest regarding these
relationships and disclose any policies or procedures for the review and approval of any
transactions that may cause a conflict of interest.  Disclose the minimum amount of
business time that each of the executive officers and key employees devote to Skkyne t
Cloud Systems.

24. Please disclose the specific “experience, qualifications, attributes or skills” of each
director that led the company to conclude that the individual should serve as a director.
See Item 401(e) of Regulation S -K.

Certain Relationships a nd Related Transactions, page 41

25. Please revise to provide a materially complete discussion of the Master Intellectual
Property Assignment Agreement and the License Agreement between to Real
Innovations International LLC and Cogent.  For example, it appear s that you should
discuss the payment of $30,000 by Real Innovations to Cogent in consideration for the
sale and transfer of the intellectual property.

26. Please tell us what consideration you have given to disclosing the loans from your
officers and direc tors that you discuss on page 34.

Part II – Information Not Required in the Prospectus

Item 14. Recent Sales of Unregistered Securities, page II -1

27. Please tell us why you have disclosed the issuance of the Series A  preferred shares under
this section.  See Item 701 of Regulation S -K.

Exhibit 23.1

28. We note that Hood & Associates, CPAs, P.C. (Hood) did not consent to the reference to
them as experts in the registration statement.  Please revise to state, if true, th at Hood
consents to the reference to them as “experts” in the registration statement.   Also, please
revise to reference all of the periods the audit opinion covers or consider removing the
reference to “the year ended October 31, 2011” since the registrati on statement includes
several other audited periods.

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 the information the Securities Act of 1933 and

Andrew S. Thomas
Skkynet Cloud Systems, Inc.
May 23, 2012
Page 7

 all applicabl e Securities Act rules 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare t he
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the compan y from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding reque sts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please