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 April 28, 2025

Nataliia Petranetska
Chief Executive Officer
Sky Century Investment, Inc.
220 Emerald Vista Way #233
Las Vegas, NV

 Re: Sky Century Investment, Inc.
 Registration Statement on Form 10-12G
 Filed January 14, 2025
 File No. 000-56603
Dear Nataliia Petranetska:

 We have 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 Trade &
Services
cc: Marc Applbaum
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 April 1, 2025

Nataliia Petranetska
Chief Executive Officer
Sky Century Investment, Inc.
220 Emerald Vista Way #233
Las Vegas, NV

 Re: Sky Century Investment, Inc.
 Amendment No. 1 to Registration Statement on Form 10-12G
 Filed March 14, 2025
 File No. 000-56603
Dear Nataliia Petranetska:

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

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response and any amendment you may file in
response to this
letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form 10-12G filed March 14, 2025
Item 1. Description of Business, page 1

1. Where you discuss the portion of your business regarding "the selling of
RSS feeds
 and Podcasts," please elaborate on how you generate revenues from these
activities,
 including how agreements or arrangements with clients and with sources
of the feeds
 and podcasts are structured. Additionally, we reissue the portion of
prior comment 2
 asking that you explain how the material contracts with ITEQ Logic Ltd.
and
 Marketbiz Limited on file as exhibits relate to your business
activities.
Item 1A. Risk Factors, page 4

2. We note your disclosure in response to prior comment 20 clarifying that
all
 outstanding shares of preferred stock are held by Yan Tie Ying. Please
add a risk
 factor highlighting the disparate voting rights of your preferred stock
and resulting
 concentration of control. Quantify the percentage of voting power that
 Ying controls through ownership of preferred and common stock, and state
whether
 April 1, 2025
Page 2

 they control and/or significantly influence the outcome of matters
requiring
 shareholder approval, as applicable.
Dependence on a Limited Number of Clients, page 6

3. Please provide additional detail regarding the level of customer
concentration within
 your business, such as the percentage of revenues in recent financials
periods resulting
 from one or a few major clients. Provide this information in your Item 1
business
 disclosure as well. To the extent you are substantially dependent on any
particular
 client(s), describe the material terms of your arrangements with them
and file any
 related written agreement as an exhibit to the registration statement.
Outstanding Notes Payable and Potential Dilution, page 8

4. We note your response to prior comment 5 and added disclosure that you
"may incur
 future notes payable to third parties." Please further revise to address
the promissory
 notes held by ITEQ Logic Ltd and Marketbiz Limited discussed at page
F-26.
 Disclose the aggregate outstanding amount payable to third parties and
the number of
 shares of common stock that could be issued if remaining outstanding
amounts are
 converted in full.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 9

5. You disclose on page 12, "For the three months ended November 30, 2024,
the
 Company did not generate revenues due to a lack of proper customer
outreach as the
 Company shifted its focus to new markets and redirected resources toward
exploring
 new industry opportunities, particularly in IT Services and marketing."
You also
 disclose on pages 2 and 10 that the selling of RSS Feeds and Podcasts
accounted for
 zero revenues for the three months ended Nov. 30, 2024. Please revise
your
 discussion of the Cannabis News application and RSS Feeds and Podcasts
segments to
 accurately reflect the current status of segment operations, and your
focus on
 developing new business in the IT Services and Marketing Services
segments. Also,
 revise your discussion of the RSS Feeds and Podcasts segments elsewhere
in the
 prospectus including on pages 1, 2, 4 and 9 in Item 1 for consistency.

Item 7. Certain Relationships and Related Transactions and Director
Independence, page 17

6. Please update your disclosure regarding the 2021 Loan Agreement to
disclose the
 amount due to Nataliia Petranetska as of November 30, 2024 and the most
recent date
 for which information is available. In this regard, the outstanding
amount is provided
 only as of August 31, 2024, whereas more recent financial statements are
included in
 the filing and Item 404(a)(5) calls for the amount outstanding "as of
the latest
 practicable date." Similarly update your disclosure of payroll
liabilities due to
 Petranetska.
Item 10. Recent Sales of Unregistered Securities, page 18

7. We reissue prior comment 12 in part. Please provide the information
required by Item
 701 of Regulation S-K with respect to all convertible notes or other
debt securities
 April 1, 2025
Page 3

 issued by the company within the past three years. In this regard, it
appears that these
 issuances constituted sales of unregistered securities, and your
disclosure focuses only
 on the conversion of such notes into shares of common stock. For
example, provide
 the information required by Item 701 (e.g., date of sale, title and
amount of securities
 sold, and consideration) regarding the promissory notes issued to
Marketbiz Limited,
 ITEQ Logic, and Cannabis News LLC discussed at page F-26.
Notes to Financial Statements for the Years Ended August 31, 2024 and 2023
Note 5. Stockholders` Deficit, page F-11

8. We note your revised disclosures in Item 10 on page 18 and in Note 5 on
page F-11.
 However, the number of shares issued to Khamijon Alimzhanov between
November
 1, 2022 and January 5, 2023 totaling 49,592,469 common shares for
conversion of
 notes payable and salary debt does not appear to reconcile to the
19,092,469 common
 shares beneficially owned by him in Item 4 on page 15. Please clarify or
revise.
Note 6. Related Party Transactions, page F-12

9. Please reconcile the payroll liabilities to your director Ms.
Petranetska of $160,000
 and $100,000 at August 31, 2024 and 2023, respectively, with the amounts
on your
 consolidated balance sheets at the reporting dates. If such amounts are
included in
 accounts payable and accrued expenses on your consolidated balance
sheets at August
 31, 2024 and 2023, please revise to separately present amounts due to
related parties
 for accounts payable and accrued expenses. This comment also applies to
the accrued
 payroll liabilities to your director of $175,000 and $160,000 at
November 30, 2024
 and August 31, 2024, respectively, in Note 6 on page F-25. Refer to Rule
4-
 08(k)(1) of Regulation S-X.
10. Please revise your disclosures to include the issuance of 21,142,857
common shares to
 Mr. Alimzhanov on November 1, 2022 for the conversion of outstanding
notes
 payable as disclosed in Note 5 on page F-12. Please note this revision
also applies to
 the disclosure in Note 6 on page F-25 of your interim financial
statements for the
 three months ended November 30, 2024.
11. It appears the disclosure of the 30,232,558 shares authorized for
issuance on July 1,
 2022 represents the same 15,116,279 shares disclosed as issued on
November 23,
 2022 and the 15,116,279 shares issued on December 12, 2022. Please
clarify or
 revise. Please note this revision also applies to the disclosure in Note
6 on page F-
 25 of your interim financial statements for the three months ended
November 30,
 2024.
 April 1, 2025
Page 4

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at
202-551-3222
with any other questions.

 Sincerely,

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

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

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

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

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

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

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

CORRESP
1
filename1.htm

Correspondence

December 4, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:Tony Watson

Angela Lumley

RE: Sky Century Investment, Inc. (the “Company”)

Form 10-12G

Filed October 26, 2023

File No. 000-56603

Dear Mr. Watson:

I am writing to respectfully request an extension to the deadline for filing the Company's response letter to your comment letter dated November 21, 2023. The original deadline for the response was December 4, 2023, which falls within the 10-business day requirement.

Upon careful review of your comment letter, we have identified several questions that require updated financial statements to provide a comprehensive and accurate response. As the requested period ended yesterday, the Company will initiate the process of preparing the necessary financial statements next week and will exert its utmost efforts to expedite the quarter-end review process.

Furthermore, the completed annual audits for the last two years, ending on May 31, 2022, and May 31, 2023, have been incorporated into Form 10. While the review as of August 31, 2023, has been publicly disclosed on the OTC, its inclusion in Form 10 necessitates undergoing an audit process by the Company.

We understand that the response letter is crucial for the ongoing review process, and we apologize for any inconvenience this extension may cause. We are committed to providing a thorough response to your comments and will submit it as soon as possible.

Thank you for your understanding and consideration. We appreciate your cooperation in this matter. If you have any questions, please feel free to contact me at (205) 238-7735 or contact our legal counsel, Marc Steven Applbaum at (619) -993-0288.

Regards,

/s/ Nataliia Petranetska

President, Director, Treasurer

& Chief Executive Officer

Sky Century Investment, Inc.

United States securities and exchange commission logo
November 21, 2023
Nataliia Petranetska
Chief Executive Officer
Sky Century Investment, Inc.
220 Emerald Vista Way #233
Las Vegas, NV 89144
Re:Sky Century Investment, Inc.
Registration Statement on Form 10-12G
Filed October 26, 2023
File No. 000-56603
Dear Nataliia Petranetska:
            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 and any amendment you may file in response to this letter,
we may have additional comments.
Registration Statement on Form 10-12G
Item 1. Description of Business, page 1
1.Please revise this section to more thoroughly describe the status of your current and
proposed business operations. For example, please clearly indicate which products and
services, including those discussed on page 2 (e.g., the Cannabis News Application, RSS
feed sales, web design services, and IT services), you currently provide, as well as the
percentage of revenues generated by each. To the extent that you discuss products and
services that you do not currently provide but anticipate providing in the future, please
disclose that you do not currently provide them, the status of development and anticipated
timeframe and expenses for these projects, and the person(s) who will develop such
projects, as well as your basis for such statements.
2.Please supplement this section with a discussion of the effect on your business of existing
or probable governmental regulations, including those applicable to your role within the
cannabis industry and your business activities involving use of data. Refer to Item

 FirstName LastNameNataliia Petranetska
 Comapany NameSky Century Investment, Inc.
 November 21, 2023 Page 2
 FirstName LastNameNataliia Petranetska
Sky Century Investment, Inc.
November 21, 2023
Page 2
101(h)(4)(ix) of Regulation S-K. Please also add appropriate risk factor disclosure on this
topic.
General Background of the Company, page 1
3.We note your statement that you acquired the “complete proprietorship” of Cannabis
News LLC in 2020. Please provide additional detail regarding the nature and material
terms of this acquisition, and describe your current organizational structure. You also state
here that Cannabis News LLC "possesses ownership of" the Cannabis News Application,
while page F-9 indicates that the application was transferred to Sky Century Investment,
Inc. pursuant to an Intellectual Property Assignment Agreement; please revise for
accuracy and consistency.
4.Please clarify Khamijon Alimzhanov’s role in relation to the company. For example, you
state on page 3 that Nataliia Petranetska is your sole employee, but page F-12 references
“salary debt” owed to Mr. Alimzhanov. Further, provide detail regarding the amount,
nature and timing of Mr. Alimzhanov’s “personal funding” of certain software
development expenses and, if such funding constitutes a related party transaction within
the meaning of Item 404 of Regulation S-K, please provide the disclosure required by
Item 404(a) under “Item 7. Certain Relationships and Related Transactions and Director
Independence.”
Item 1A. Risk Factors, page 3
5.Please add, at the beginning of this section, a risk factor regarding the fact that your
auditor has expressed substantial doubt about your ability to continue as a going concern,
and the risks related to the same. Acknowledge your losses to date and working capital
deficit. Please also add or supplement a risk factor to discuss your auditor’s inability to
obtain comfort over the accuracy of revenues from sales recognized in the years ended
May 31, 2022 and May 31, 2023.
6.In your risk factors related to employees and workforce talent on pages 4 and 5, you use
terms such as “our executive officers” and “other key personnel,” which is inconsistent
with your statement on page 3 that you have a single employee. Please revise your risk
factor disclosure to clarify the current state of your workforce and discuss any risks
associated with having a single employee. We also note that this employee seems to serve
as your sole director. Please add a risk factor acknowledging, if true, that you have a
single, non-independent director and discussing risks related to the lack of a majority
independent board of directors and board committees.
Item 2. Financial Information
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 8
7.Please expand your discussion to provide a quantified analysis of the significant drivers
behind material changes in your results of operations and liquidity and capital resources

 FirstName LastNameNataliia Petranetska
 Comapany NameSky Century Investment, Inc.
 November 21, 2023 Page 3
 FirstName LastNameNataliia Petranetska
Sky Century Investment, Inc.
November 21, 2023
Page 3

from period to period. When a change is attributable to more than one factor, please
quantify each material component. Please refer to the guidance in Item 303 of Regulation
S-K.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 9
8.Please update the information in this section to be as of the most recent practicable
date. Include a footnote explaining Cede & Co.'s inclusion in the table.
Item 6. Executive Compensation, page 11
9.Please revise to provide executive compensation information for the fiscal year ended
May 31, 2023 and a narrative description of the material terms of the Employment
Agreement and Compensation Agreement with Ms. Petranetska. Refer to Item 402(m)–(r)
of Regulation S-K.
Item 7. Certain Relationships and Related Transactions and Director Independence, page 11
10.Please revise to provide the information regarding the “interest-free demand loan” from
Ms. Petranetska called for by Item 404(a)(5) of Regulation S-K. Additionally, you state on
page F-12 that $75,619 was due to a related party as of May 31, 2023, but here you
indicate that the amount of your related party loan was $100,000 as of May 31, 2023;
please revise for consistency.
11.Please confirm that you have provided all information required by Item 404 of Regulation
S-K for the appropriate time period, or revise. Refer to Item 404(d) and Instruction 1 to
Item 404. For example, we note potentially disclosable activity in 2020 related to the Loan
Assignment Agreement discussed on page F-13.
Item 10. Recent Sales of Unregistered Securities, page 11
12.On page F-12, you discuss various issuances of convertible debt and the conversion of
debt into shares of common stock. Please provide the disclosure contemplated by Item
701 of Regulation S-K with respect to such issuances and conversions that occurred
within the past three years or explain why you are not required to do so.
Item 11. Description of Company's Securities To Be Registered, page 11
13.In this section and under "Possible Issuance of Additional Securities" on page 6, you
characterize your common stock as having no par value. Please reconcile these statements
with the indication on the cover page of the registration statement that your common stock
has a $0.001 par value.

 FirstName LastNameNataliia Petranetska
 Comapany NameSky Century Investment, Inc.
 November 21, 2023 Page 4
 FirstName LastNameNataliia Petranetska
Sky Century Investment, Inc.
November 21, 2023
Page 4
Item 13. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm, page F-1
14.We note that your auditors have issued a qualified audit opinion. Please obtain and file a
new audit report that is unqualified and complies with the requirements in PCAOB
Auditing Standards 2415 and 3101. Please refer to the guidance in SAB Topic 1.E.2.
Item 15. Financial Statements and Exhibits, page 13
15.Please file as an exhibit a complete copy of your amended Articles of Incorporation as
currently in effect. In this regard, we note that the Articles of Incorporation as filed
contemplate that the name of the company is Band Rep Management, Inc. and that there
are 75,000,000 authorized shares of capital stock, which is inconsistent with the statement
on page 12 that there are 500,000,000 shares of common stock authorized.
16.Please file as exhibits all material contracts and plans of acquisition or disposition
discussed in the registration statement, including the Asset Purchase Agreement and
Promissory Note with Cannabis News LLC, the Data Purchase Agreement and
Promissory Note with ITEQ Logic Ltd., the Agreement and Promissory Note with
Marketbiz Limited, and the Employment Agreement and Compensation Agreement with
Ms. Petranetska. Refer to Items 601(b)(2) and 601(b)(10) of Regulation S-K.
General
17.Please update your filing with interim financial statements in accordance with Rule 8-08
of Regulation S-X.
18.We note that the business description in your OTC Pink company profile characterizes
you as "selling the highest quality CBD products using only pharmaceutical grade
ingredients." Please clarify whether your current business activities include the sale of
CBD products and, if so, add appropriate disclosure under "Item 1. Description of
Business," "Item 1A. Risk Factors," and throughout the registration statement to reflect
this fact.
19.Please note that your registration statement becomes effective automatically 60 days after
its initial filing pursuant to Section 12(g)(1) of the Exchange Act. You will then be subject
to the reporting obligations of the Exchange Act, including the requirement to file Forms
10-K, 10-Q, and 8-K, even if comments remain open on this registration statement. If you
do not wish to become subject to these reporting requirements before completion of our
review, you may wish to consider withdrawing this registration statement before it
becomes effective automatically.

 FirstName LastNameNataliia Petranetska
 Comapany NameSky Century Investment, Inc.
 November 21, 2023 Page 5
 FirstName LastName
Nataliia Petranetska
Sky Century Investment, Inc.
November 21, 2023
Page 5
            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 Tony Watson at 202-551-3318 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Marc Applbaum

CORRESP
1
filename1.htm

Band Rep Management, Inc.

 April 15, 2013

 To:

 Tom Kluck

 Legal Branch Chief

 (202)551-3233

 Re: Band Rep Management, Inc.

 File No. 333-183373

 Dear Mr. Kluck:

 Request for Acceleration of Effective Date of Registration Statement on Form S-1/A filed on April 10, 2013, File No: 333-183373.

 We hereby request that the Commission accelerate the effective date of our registration statement to April 17, 2013 at 3:00 PM Eastern Time, or as soon as practicable thereafter.

 In making this request for such acceleration of the effective date, we hereby acknowledge that:

 ·

 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 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.

 Thank you,

 /s/ Sergio Galli

 President

 Band Rep Management, Inc.

February 19, 2013

Via E -mail
Sergio Galli, President
Band Rep Management, Inc.
112 North Curry Street
Carson City, NV 89703

Re: Band Rep Management, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed January 31, 2013
  File No. 333-183373

Dear Mr. Sergio :

We have reviewed Amendment No.3 to 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 respo nd 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.

Risk Factors, page 11

The Company may not be able to generate sufficient cash flow …, page 12

1. We note your response to comment 3 of our letter dated November 16, 2012.  We reissue
our comment in part.   Please advise whether there is a written agreement associated with
your debt obligation.

Sergio Galli, President
Band Rep Management, Inc.
February 19, 2013
Page 2

 Description of Business, page 24

Regulatory Matters, page 26

2. We note your response to comment 4 of our letter dated November 16, 2012.  We reissue
our comment.  Please expand your disclosure to discuss the regulations applicable to
companies based in Canada or other jurisdictions in which you inten d to conduct
business, not just securities regulations or Nevada law.  Please discuss the impact these
regulations may have on investors. If there are no laws that would impact investors,
please affirmatively state  that there are no laws that would impact investors.

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 193 3 and
all applicable 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 th e effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 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;

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 requests for  acceleration .  We will consider a
written request for accele ration 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 Securities 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 allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Sergio Galli, President
Band Rep Management, Inc.
February 19, 2013
Page 3

 You may contact Howard  Efron  at (202)551 -3439 or Kevin Woody, Accounting Branch
Chief  at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact  Stacie Gorman  at (202)551 -3585 or me at (202)551 -3233
with any other questions.

Sincerely,

 /s/ Tom K luck

 Tom Kluck
Legal Branch Chief

November 16, 2012

Via E -mail
Sergio Galli, President
Band Rep Management, Inc.
112 North Curry Street
Carson City, NV 89703

Re: Band Rep Management, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed October 29, 2012
  File No. 333-183373

Dear Mr. Sergio :

We have reviewed Amendment No. 2 to 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 resp ond 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.

General

1. We note your response to comment 1 of our letter dated October 19, 2012.  We reissue
our comment.  Please affirmatively confirm to us that you have not authorized anyone  to
provide any written materials to qualified institutional buyers or institutional accredited
investors  on your behalf.

2. Please update the financial information within your filing.   At this time, you may do so
on an unaudited basis.   Reference is made to Rule 8 -08 of Regulation S -X.

Sergio Galli, President
Band Rep Management, Inc.
November 16, 2012
Page 2

 Risk Factors, page 11

The Company may not be able to  generate sufficient cash flow …, page 12

3. We note your response to comment 4 of our letter dated October 19, 2012.  We note that
your current liabilities are $1,345.  Please disclose to whom this amount is owed and the
interest rate applicable to this deb t.   Please advise whether there is a written agreement
associated with your debt obligation.  Please make similar revisions to your disclosure on
page 40.

Description of Business, page 24

Regulatory Matters, page 26

4. We note your response to comment 8 of our letter dated October 19, 2012. We reissue
our comment.  Please expand your disclosure to discuss the regulations applicable to
companies based in Canada or other jurisdictions in which you intend to conduct
business, not just securities regulations or Nevada law.  Please discuss the impact these
regulations may have on investors. If there are no laws that would impact investors,
please affirmatively state this.

Exhibits

5. Please revise the exhibit list to indicate the filing where each exhibit may be  located.
Additionally, please revise to indicate that counsel’s consent is located within the legal
opinion.

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 193 3 and
all applicable 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 disc losures they have made.

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

 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;

 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

Sergio Galli, President
Band Rep Management, Inc.
November 16, 2012
Page 3

 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 requests 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 Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Howard Efron  at (202)551 -3439 or Kevin Woody, Accounting Branch
Chief  at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact  Stacie Gorman  at (202)551 -3585 or me at (202)551 -3233
with any other questions.

Sincerely,

/s/ Tom Kluck

 Tom Kluck
Legal Branch Chief

October 19, 2012

Via E -mail
Sergio Galli, President
Band Rep Management, Inc.
112 North Curry Street
Carson City, NV 89703

Re: Band Rep Management, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed September 27, 2012
  File No. 333-183373

Dear Mr. Sergio :

We have reviewed Amendment No. 1 to 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 resp ond 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.

General

1. We note your response to comment 1 of our letter dated September 13, 2012.  Please
affirmatively confirm that you have not authorized anyone to provide any written
materials to qualified institutional buyers or institutional accredited investors  on your
behalf.

2. We note your response to comment 2 of our letter dated September 13, 2012.  We will
continue to monitor for your information to be updated on EDGAR.

Sergio Galli, President
Band Rep Management, Inc.
October 19, 2012
Page 2

 Our Business, page 6

3. We note your response to comment 6  of our letter dated September 13, 2012.  In response
to our comment you revised the reference to the rules, but you did not revise the
associated disclosure.  Please revise your disclosure accordingly to correspond to the
proper sections of the Exchange Ac t.

Risk Factors, page 11

The Company may not be able to generate sufficient cash flow …, page 12

4. We note your response to comment 9 of our letter dated September 13, 2012.  Please
disclose to whom you are obligated and the interest rate applicable to yo ur debt.  Please
advise whether there is a written agreement associated with your debt obligation.  Please
make similar revisions to your disclosure on page 40.

Plan of Distribution, page 20

5. We note your response to comment 13 of our letter dated Septemb er 13, 2012.  We
reissue our comment in part.  Please explain how Mr. Galli will meet the safe harbor
provisions set out in Rule 3a4 -1 of the Securities Exchange Act of 1934.

6. We note your response to comment 15 of our letter dated September 13, 2012.  We
reissue our comment.  Please revise your disclosure to clarify that you will seek to be
quoted on the OTC -BB, not listed .   Please make similar revisions to your disclosure on
page 13.

Anti-Takeover Provisions, page 22

7. We note your response to comment 16 of our letter dated September 13, 2012.  Aside
from the anti -takeover provisions under Nevada law, please disclose any other Nevada
regulations applicable to your business and  discuss the impact these regulations may have
on investors or advise.

Description of Business, page 24

Regulatory Matters, page 23

8. We note your response to comment 19 of our letter dated September 13, 2012. We
reissue our comment.  Please expand your disclosure to discuss the regulations applicable
to companies based in Canada or other jurisdictions in which you intend to conduct
business, not just securities regulations.  Please discuss the impact these regulations may
have on investors.

Sergio Galli, President
Band Rep Management, Inc.
October 19, 2012
Page 3

 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 193 3 and
all applicable Securities  Act rules require.   Since the company and its manageme nt 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 regist ration statement please provide  a written statement from the company
acknowledging that:

 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;

 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.

Please refer to Rules 460 and 461 regarding requests 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 Securities 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 allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Howard Efron  at (202)551 -3439 or Kevin Woody, Accounting Branch
Chief  at (202)551 -3629 if you have questions regarding comments on the financial statements
and related matters.  Please contact  Stacie Gorm an at (202)551 -3585 or me at (202)551 -3233
with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief

September  13, 2012

Via E -mail
Sergio Galli, President
Band Rep Management, Inc.
112 North Curry Street
Carson City, NV 89703

Re: Band Rep Management, Inc.
Registration Statement on Form S -1
Filed August 17, 2012
  File No. 333 -183373

Dear Mr. Sergio :

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 your
response.

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

General

1. Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide 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 dist ributed 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.

Sergio Galli, President
Band Rep Management, Inc.
September 13, 2012
Page 2

 Registration Statement Cover Page

2. It appears that your operations are based in Canada.  Please revise to provide the address
and telephone number of your main office instead of the address of your registered agent.
Please also revise your company information on EDGAR.

Prospectus Co ver Page

3. We note your disclosure that the offering will close 90 days after the registration
statement becomes effective.  However, on the registration statement cover page, you
indicate the offering may be extended for an additional 90 days.  Please revi se, as
appropriate, to address this discrepancy.

4. Please revise the cover page to reference the applicability of penny stock rules to
transactions in your securities and include such disclosure in your prospectus summary .

5. Please revise the cross -reference  to the risk factors so that it does not appear in all capital
letters because this format impedes readability. Please ensure that the cross -reference is
presented in prominent type, such as bold type.  Additionally, please ensure that the
legend required by Item 501(a)(7) of Regulation S -K is presented in prominent type.

Our Business, page 6

6. We note your disclosure on pages 8 through 9 that you would be entitled to exemptions
under Section 14(a) and (b) of the Securities Exchange Act of 1934.  Please note that the
proper reference should be to Section 14A(a) and (b) of the Securities Exchange Act of
1934.  Please revise your disclosure to correspond to the proper sections of the Exchange
Act.

Risk Factors, page 8

7. Please expand this  risk factor to disclose that Mr. Galli will exercise complete control
over the company and have the ability to m ake decisions regarding , (i) whether to issue
common stock and preferred stock, including decisions to issue common and preferred
stock to himself; (ii) employment decisions, including his own compensation
arrangements, (iii) the appointment of all directo rs; and (iv) whether to enter into material
transactions with related parties .

8. We note your disclosure on page 23 that Mr. Galli will only devote 10 hours a week to
your operations.  Please add a risk factor to disclose the risks this presents to you as a
start-up company.

Sergio Galli, President
Band Rep Management, Inc.
September 13, 2012
Page 3

 The Company may not be able to generate sufficient cash flow …, page 12

9. We note your disclosure that you may need to refinance your debt obligations.  Please
disclose your current debt obligations.  Please make similar revisions to y our disclosure
on page 38.

Key management personnel may leave …, page 15

10. Please remove the mitigating language from this risk factor and move it to an appropriate
section.  In that section, please discuss the steps you have taken to minimize the risks
related to your sole employee departing the company.

Because our business plan includes forming business alliances …, page 15

11. We note that you reference forming relationships with health -related business or
companies.  Please advise how this relates to y our current business plan or revise.
Additionally, please ensure that you disclose any intended relationships with a “Strategic
Partner” in your business section.

If we cannot develop or expand our website …, page 16

12. We note the last paragraph of this risk factor.  Please create a separate risk factor to
address the  risks associated with your status as an emerging growth company.

Plan of Distribution, page 19

13. Please provide the names of the persons through which this offering is being made and
set for th the basis in which each will meet the safe harbor provisions set out in Rule 3a4 -
1 under the Securities Exchange Act of 1934 .

14. Please revise the disclosure to discuss briefly how the securities will be offered.  For
example, will the securities be offer ed through advertisements?

15. Please revise your disclosure to clarify that you will seek to be quoted on the OTC -BB.
Please make similar revisions to your disclosure on page 13.

Anti-Takeover Provisions, page 20

16. We note your disclosure that you do not  do business in Nevada.  However, you are
incorporated in Nevada.  Please advise why you do not believe that you are subject to
Nevada laws in light of this.

Sergio Galli, President
Band Rep Management, Inc.
September 13, 2012
Page 4

 Description of Business, page 21

17. Please expand your disclosure regarding your intended business.  For example, please
disclose the experience you have in providing your intended services.

Intellectual Property, page 23

18. Please revise to include disclosure regarding the duration of the trademarks and service
marks that you hold. Please refer  to Item 101 (h)(vii) of Regulation S -K.

Regulatory Matters, page 23

19. Please expand your disclosure to discuss the regulations applicable to companies based in
Canada.  Further, please discuss the impact these regulations may have on investors.

Employees  and Employment Agreements, page 23

20. We note your disclosure that Mr. Galli is employed elsewhere.  Please identify where he
works and, on page 40, address any conflicts that may arise between you and his current
employer. For example, please discuss how h is current employment may detract from the
time he may devote to your operations.

Directors and Executive Officers, page 39

21. Please provide all of the disclosure required by Item 401 of Regulation S -K.  Please
disclose each of the entities Mr. Galli has  been associated with in at least the past five
years, his position at the entity and when he began working at each entity and when he
ceased working at each entity.  Please provide the month and year rather than referencing
an entity’s inception.  Further , please revise your disclosure regarding Mr. Galli to
discuss his specific experience, qualifications, attributes or skills that led to the
conclusion  that he should serve as your director in light of your business and structure.
Please refer to Item 401 (e) of Regulation S -K.

Signatures

22. Please revise your signatures to identify Mr. Galli as your principal financial officer, your
controller or principal accounting officer and board member.  Please refer to Instruction 1
under Signatures on Form S -1.

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 193 3 and
all applicable 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.

Sergio Galli, President
Band Rep Management, Inc.
September 13, 2012
Page 5

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

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy 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 requests 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 Securities 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 allow
adequate time  for us to revi ew any amendment prior to the requested effective date of the
registration statement.

You may contact Howard Efron  at (202)551 -3439 or Kevin Woody, Accounting Branch
Chief  at (202)551 -3629 if you have questions regarding comments on the financial sta tements
and related matters.  Please contact  Stacie Gorman  at (202)551 -3585 or me at (202)551 -3233
with any other questions.

Sincerely,

/s/ Tom Kluck

 Tom Kluck
Legal Branch Chief