SecProbe.io

CORRESP
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 filename1.htm

 Sky Quarry Inc.
 700 W. 700 South, Suite 101
 Woods Cross, UT 84087

 September 19, 2025

 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Anuja Majmudar and Kevin Dougherty

 Re: Sky Quarry Inc.
 Registration Statement on Form S-1 (File No. 333-288770)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sky Quarry Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective at 4:00 p.m. (Eastern Time) on Tuesday, September 23, 2025, or as soon thereafter as practicable.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100 .

 Respectfully,

 Sky Quarry Inc.

 By: /s/ Marcus Laun
 Marcus Laun
 President

 cc: Louis A. Bevilacqua, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 8, 2025

David Sealock
Chief Executive Officer
Sky Quarry Inc.
707 W 700 S., Suite 101
Woods Cross, UT 84087

 Re: Sky Quarry Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 File No. 001-42296
Dear David Sealock:

 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 Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 1847 Goedeker Inc. S-1 Letter.pdf

 Sky Quarry Inc.
 700 W. 700 South, Suite 101
 Woods Cross, UT 84087

 August 26, 2025

 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC. 20549 Attn: Anuja Majmudar and Kevin Dougherty

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

 Ladies and Gentlemen:
 We hereby submit the responses of Sky Quarry Inc. (the “ Company ”) to the comments of the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) set forth in the Staff’s letter, dated August 14, 2025, providing the Staff’s comments with respect to the above-referenced Registration Statement on Form S-1 (as amended, the “ Registration Statement ”).
 For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.
 Registration Statement on Form S-1 filed July 18, 2025
 Risk Factors, page 7

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

 Response: We have revised the Registration Statement in accordance with the Staff’s comments.

 We may require additional financing to sustain our operations..., page 7

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

 Response: We have revised the Registration Statement in accordance with the Staff’s comments.

 Use of Proceeds, page 10

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

 Response: We have revised the Registration Statement in accordance with the Staff’s comments.
 1

 Exhibits

 4. We note you disclose in your notes to financial statements on page F-33 of your Form 10-K for the year ended December 31, 2024 that on June 21, 2021, you entered into a governance agreement between the Company and JP Morgan, which grants to JP Morgan certain rights. Please file the JPM Agreement as an exhibit to your registration statement. Refer to Item 601 of Regulation S-K.

 Response: The governance agreement between the Company and JP Morgan dated June 21, 2021 (the “Governance Agreement”) terminated on October 10, 2024 in connection with the Company’s listing of its shares of common stock on the Nasdaq Capital Market. The Governance Agreement was previously filed as Exhibit 6.7 to the Company’s Form 1-A Preliminary Offering Statement filed on July 7, 2021 with the Commission. As the Governance Agreement terminated immediately upon the Company’s listing on Nasdaq, we do not believe that it is required to be filed as an exhibit to the Registration Statement.

 5. We note that as of the date of your Form 10-K for the year ended December 31, 2024, approximately $8,238,705 of your outstanding debt was currently past due, including debt owed to Libertas Funding LLC and LendSpark Corporation in the amount of $5,082,977 and $1,747,212, respectively. Please file or confirm that you have filed all material debt agreements as exhibits to your registration statement. Refer to Item 601(b)(10) of Regulation S-K.

 Response: We confirm that we have filed all material debt agreements as exhibits to the Registration Statement in accordance with the Staff’s comments.

 General

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

 Response: We filed amendment #3 to the Form 10-K for the year ended December 31, 2024 on August 22, 2025, which addresses the Staff’s comments to the Form 10-K. Such Amendment is incorporated by reference into the Registration Statement and no changes to the Registration Statement are required at this time. We acknowledge that completion of the Staff’s review of the Registration Statement is subject to resolution of the Staff’s comments to the Form 10-K and will revise the Registration Statement if needed.

 If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact Louis A. Bevilacqua of Bevilacqua PLLC at 202-869-0888 (ext. 100).‬ ‬‬‬‬‬

 Sincerely,

 Sky Quarry Inc.

 By:
 /s/ Marcus Laun

 Marcus Laun

 President

 cc: Louis A. Bevilacqua, Esq.
 2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

David Sealock
Chief Executive Officer
Sky Quarry Inc.
707 W 700 S., Suite 101
Woods Cross, UT 84087

 Re: Sky Quarry Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 31, 2025
 File No. 001-42296
Dear David Sealock:

 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-K for the Fiscal Year Ended December 31, 2024
Item 1A. Risk Factors, page 12

1. Please add a risk factor to highlight your goodwill may be at risk of
impairment. Your
 disclosure should address the adverse factors evaluated as part of your
qualitative
 assessment of goodwill and the impact of the failure to attain the
expected key factors
 discussed on pages 34 and 35.
 August 14, 2025
Page 2

 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.

 Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at
202-551-
3717 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

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

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

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

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

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

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

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

Use of Proceeds, page 10

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

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

6. Please note that the completion of our review of your registration
statement is subject
 to the resolution of our comments on your December 31, 2024 Form 10-K.
To the
 extent applicable, please revise your registration statement disclosures
to address our
 comments in the Form 10-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

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

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

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Louis A. Bevilacqua
</TEXT>
</DOCUMENT>

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June 12, 2024

United States Securities

  and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Re: Sky Quarry Inc.

Offering Statement on Form 1-A/A

File No. 024-12373

Ladies and Gentlemen:

On behalf of Sky Quarry Inc., I hereby request qualification of the above-referenced offering statement be accelerated so that such offering statement will be qualified at 5:00pm, Eastern Time, on Friday, June 14, 2024, or as soon thereafter as is practicable.

Sincerely,

Sky Quarry Inc.

By:  /s/ David Sealock

Name: David Sealock

Title: Chief Executive Officer

cc: Brian Lebrecht, Esq.

Clyde Snow and Sessions, PC

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Sky Quarry Response to SEC Comments 5.28.24 (02283937).DOCX

May 28, 2024

United States Securities

  and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Claudia Rios

Re: Sky Quarry Inc.

Amendment No. 4 to Offering Statement on Form 1-A

Filed May 7, 2024

File No. 024-12373

Dear Ms. Rios:

The following response is being provided on behalf of Sky Quarry Inc. (the “Company”) in response to our verbal conversations in recent days regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”). For your convenience, we have summarized the Staff’s comments in bold and italics followed by our response. Defined terms used but not otherwise defined herein have the meanings given to those terms in the Offering Statement.

1.Please provide the dates of sales, specifically of the Investor Warrants, under the prior offering statement.

On behalf of the Company, we hereby provide the following summary sales information:

Date

 No. of Units (including
Investor Warrants)

 Amount of
Investment ($)

12/15/21

 805,200

 $1,006,500.00

12/27/21

 532,652

 665,815.00

2/2/22

 779,090

 973,862.50

2/23/22

 305,181

 381,476.25

4/6/22

 3,127,296

 3,909,120.00

4/26/22

 4,565,346

 5,706,682.50

5/17/22

 725,969

 907,461.25

5/30/22

 362,430

 453,037.50

6/16/22

 639,564

 799,455.00

7/13/22

 141,119

 176,398.75

7/14/22

 77,600

 97,000.00

8/15/22

 163,933

 204,916.25

8/16/22

 524,279

 655,348.75

9/15/22

 629,266

 786,582.50

10/25/22

 910,822

 1,138,527.50

12/7/22

 266,123

 332,653.75

Grand Total

 14,555,870

 $18,194,837.50

Thank you for your time and attention to this matter.

 Sincerely,

 /s/ Brian A. Lebrecht

 Clyde Snow & Sessions, PC

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Sky Quarry Response to SEC Comments 1.xx.24 (02236309).DOCX

May 23, 2024

United States Securities

  and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Claudia Rios

Re: Sky Quarry Inc.

Amendment No. 4 to Offering Statement on Form 1-A

Filed May 7, 2024

File No. 024-12373

Dear Ms. Rios:

The following response is being provided on behalf of Sky Quarry Inc. (the “Company”) in response to your comment letter dated May 22, 2024, regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”). For your convenience, we have summarized the Staff’s comments in bold and italics followed by our response. Defined terms used but not otherwise defined herein have the meanings given to those terms in the Offering Statement.

Amendment No. 4 to Offering Statement on Form 1-A

Termination of the Offering, page II-10

1.We note your response to prior comment 1. We also note the new disclosure in this section regarding the prior offering statement, the Investor Warrants, and Securities Act Rule 251(d)(3)(i)(F). Please confirm that Sky Quarry was current in its annual and semiannual filings pursuant to Rule 257(b) at the time of all such sales.

Response: On behalf of the Company, we hereby confirm that Sky Quarry was current in its annual and semiannual filings pursuant to Rule 257(b) at the time of all sales made pursuant to the prior offering statement.

Thank you for your time and attention to this matter.

 Sincerely,

 /s/ Brian A. Lebrecht

 Clyde Snow & Sessions, PC

United States securities and exchange commission logo
May 22, 2024
David Sealock
Chief Executive Officer
Sky Quarry Inc.
707 W. 700 S. Suite 101
Woods Cross, UT 84087
Re:Sky Quarry Inc.
Amendment No. 4 to Offering Statement on Form 1-A
Filed May 7, 2024
File No. 024-12373
Dear David Sealock:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 8, 2024 letter.
Amendment No. 4 to Offering Statement on Form 1-A
Termination of the Offering, page II-10
1.We note your response to prior comment 1. We also note the new disclosure in this
section regarding the prior offering statement, the Investor Warrants, and Securities Act
Rule 251(d)(3)(i)(F). Please confirm that Sky Quarry was current in its annual and
semiannual filings pursuant to Rule 257(b) at the time of all such sales.

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 May 22, 2024 Page 2
 FirstName LastName
David Sealock
Sky Quarry Inc.
May 22, 2024
Page 2
            Please contact Claudia Rios at 202-551-8770 or Timothy Levenberg at 202-551-3707
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Lebrecht, Esq.

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Sky Quarry Response to SEC Comments 2.15.24 (02245963-2).DOCX

May 7, 2024

United States Securities

  and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Claudia Rios

Re: Sky Quarry Inc.

Amendment No. 3 to Offering Statement on Form 1-A

File No. 024-12373

Dear Ms. Rios:

The following responses are being provided on behalf of Sky Quarry Inc. (the “Company”) in response to your comment letter dated April 8, 2024, regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”). For your convenience, we have summarized the Staff’s comments in bold and italics followed by our response. Defined terms used but not otherwise defined herein have the meanings given to those terms in the Offering Statement.

Concurrently with the submission of this response letter, the Company has filed an Amendment No. 4 to the Offering Statement reflecting changes thereto in response to your comments.

Amendment No. 3 to Offering Statement on Form 1-A

Cover Page, Page II-1

1. We note the new references to common stock underlying "Investor Warrants" from the offering which terminated by its terms in 2023. In addition, we note the suggestion in your letter of response that these newly added 4,852,224 shares of common stock underlie the Investor Warrants which "will have been exchanged for an identical warrant except for a thirty (30) day period of time during which the exercise price will be $4.50 instead of $7.50." Insofar as this suggests that the exchange has not yet taken place, please explain in necessary detail when this exchange took place and how these securities and their terms correlate to the securities which were part of the terminated offering. In that regard, we note that the terms of the terminated offering included shares of common stock issuable upon the exercise of warrants at an exercise price of $2.50 per warrant share.

U.S. Securities and Exchange Commission

May 7, 2024

Page 2

Re: Sky Quarry Inc.

File No. 024-12373

The exchange has not yet taken place, but we anticipate that the exchange will have taken place at the time of qualification of this Offering Statement, and so the disclosure has been drafted to discuss the exchange in the past-tense. We further note that the reverse stock split took effect on April 9, 2024, and so all references to the reverse split have been adjusted to reflect it in the past-tense as well. All stockholder numbers, that were previously estimates, have been updated to reflect actual numbers after the split (to accommodate rounding up fractional shares to the next whole share). The reference to a $7.50 exercise price on the Investor Warrants reflects the old exercise price of $2.50, multiplied by 3 to reflect the reverse stock split.

General

2.Please update your financial statements, and related disclosure, as required by paragraph (c) to Part F/S of Form 1-A.

The audited financials for the years ended December 31, 2023 and 2022 have been included and replace the previously provided unaudited financial statements as of June 30, 2023.

Thank you for your time and attention to this matter.

 Sincerely,

 /s/ Brian A. Lebrecht

 Clyde Snow & Sessions, PC

United States securities and exchange commission logo
April 8, 2024
David Sealock
Chief Executive Officer
Sky Quarry Inc.
707 W. 700 S. Suite 101
Woods Cross, UT 84087
Re:Sky Quarry Inc.
Amendment No. 3 to Offering Statement on Form 1-A
Filed March 22, 2024
File No. 024-12373
Dear David Sealock:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Offering Statement on Form 1-A
Cover Page, page II-1
1.We note the new references to common stock underlying "Investor Warrants" from the
offering which terminated by its terms in 2023. In addition, we note the suggestion in your
letter of response that these newly added 4,852,224 shares of common stock underlie the
Investor Warrants which "will have been exchanged for an identical warrant except for a
thirty (30) day period of time during which the exercise price will be $4.50 instead of
$7.50." Insofar as this suggests that the exchange has not yet taken place, please explain in
necessary detail when this exchange took place and how these securities and their terms
correlate to the securities which were part of the terminated offering. In that regard, we
note that the terms of the terminated offering included shares of common stock issuable
upon the exercise of warrants at an exercise price of $2.50 per warrant share.

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 April 8, 2024 Page 2
 FirstName LastName
David Sealock
Sky Quarry Inc.
April 8, 2024
Page 2
General
2.Please update your financial statements, and related disclosure, as required by paragraph
(c) to Part F/S of Form 1-A.
            Please contact Claudia Rios at 202-551-8770 or Timothy Levenberg at 202-551-3707
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Lebrecht, Esq.

CORRESP
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Sky Quarry Response to SEC Comments 2.15.24 (02245963-2).DOCX

March 22, 2024

United States Securities

  and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Claudia Rios

Re: Sky Quarry Inc.

Amendment No. 3 to Offering Statement on Form 1-A

File No. 024-12373

Dear Ms. Rios:

The following correspondence is being provided on behalf of Sky Quarry Inc. (the “Company”) regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”).

Concurrently with the submission of this response letter, the Company has filed an Amendment No. 3 to the Offering Statement.

The latest Offering Statement has been modified to include 4,852,224 shares of common stock underlying the exercise of warrants (the “Investor Warrants”). The Investor Warrants were originally sold pursuant to a Regulation A Offering Circular dated January 11, 2022 and qualified on January 28, 2022 (that offering terminated on January 28, 2023) and are being registered by means of this Offering Circular for the offering. The Investor Warrants will have been exchanged for an identical warrant except for a thirty (30) day period of time during which the exercise price will be $4.50 instead of $7.50. The Company will not receive any proceeds from the sale of the shares of common stock underlying the exercise of the Investor Warrants.

Thank you for your time and attention to this matter.

 Sincerely,

 /s/ Brian A. Lebrecht

 Clyde Snow & Sessions, PC

CORRESP
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Sky Quarry Response to SEC Comments 2.13.24 (02245963).DOCX

February 16, 2024

United States Securities

  and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Claudia Rios

Re: Sky Quarry Inc.

Amendment No. 2 to Offering Statement on Form 1-A

File No. 024-12373

Dear Ms. Rios:

The following responses are being provided on behalf of Sky Quarry Inc. (the “Company”) in response to your comment letter dated February 8, 2024, regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”). For your convenience, we have summarized the Staff’s comments in bold and italics followed by our response. Defined terms used but not otherwise defined herein have the meanings given to those terms in the Offering Statement.

Concurrently with the submission of this response letter, the Company has filed an Amendment No. 2 to the Offering Statement reflecting changes thereto in response to your comments.

Offering Statement on Form 1-A

Risk Factors

Investors in this Offering may not be entitled to a jury trial with respect to certain claims which could result in less favorable outcomes, page 21

1. We note your disclosure that your Subscription Agreement includes a provision under which investors waive the right to a jury trial. If the provision is not intended to apply to secondary purchasers, disclose any differences in rights between primary and secondary purchasers.

The provision is not intended to apply to secondary purchasers. Accordingly, in response to this comment, the disclosure has been revised to clearly state that fact.

U.S. Securities and Exchange Commission

February 16, 2024

Page 2

Re: Sky Quarry Inc.

File No. 024-12373

Part III - Exhibits, page III-1

2. We note the revised opinion you filed in response to prior comment 2. Please obtain and file a further revised opinion in which counsel also opines whether the warrants are binding obligations of the registrant under the law of the jurisdiction governing the warrant agreement. See Staff Legal Bulletin No. 19 at Section II.B.1.f.

In response to this comment, a revised opinion has been enclosed.

Thank you for your time and attention to this matter.

 Sincerely,

 /s/ Brian A. Lebrecht

 Clyde Snow & Sessions, PC

United States securities and exchange commission logo
February 8, 2024
David Sealock
Chief Executive Officer
Sky Quarry Inc.
707 W. 700 S. Suite 101
Woods Cross, UT 84087
Re:Sky Quarry Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed January 25, 2024
File No. 024-12373
Dear David Sealock:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 16, 2024 letter.
Offering Statement on Form 1-A
Risk Factors
Investors in this Offering may not be entitled to a jury trial with respect to certain claims which
could result in less favorable outcomes, page 21
1.We note your disclosure that your Subscription Agreement includes a provision under
which investors waive the right to a jury trial. If the provision is not intended to apply to
secondary purchasers, disclose any differences in rights between primary and secondary
purchasers.

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 February 8, 2024 Page 2
 FirstName LastName
David Sealock
Sky Quarry Inc.
February 8, 2024
Page 2
Part III - Exhibits, page III-1
2.We note the revised opinion you filed in response to prior comment 2. Please obtain and
file a further revised opinion in which counsel also opines whether the warrants are
binding obligations of the registrant under the law of the jurisdiction governing the
warrant agreement. See Staff Legal Bulletin No. 19 at Section II.B.1.f.
            Please contact Claudia Rios at 202-551-8770 or Timothy Levenberg at 202-551-3707
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Lebrecht, Esq.

CORRESP
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Sky Quarry Response to SEC Comments 1.xx.24 (02236309).DOCX

January 25, 2024

United States Securities

  and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Claudia Rios

Re: Sky Quarry Inc.

Amendment No. 1 to Offering Statement on Form 1-A

File No. 024-12373

Dear Ms. Rios:

The following responses are being provided on behalf of Sky Quarry Inc. (the “Company”) in response to your comment letter dated January 16, 2024, regarding the above-listed Offering Statement on Form 1-A (the “Offering Statement”). For your convenience, we have summarized the Staff’s comments in bold and italics followed by our response. Defined terms used but not otherwise defined herein have the meanings given to those terms in the Offering Statement.

Concurrently with the submission of this response letter, the Company has filed an Amendment No. 1 to the Offering Statement reflecting changes thereto in response to your comments.

Offering Statement on Form 1-A

Cover Page

1.You state in footnote 1 that you intend to “register” the agent warrants and the shares exercisable upon exercise of the warrants as part of this offering. The timing of the issuance of such warrants is unclear, particularly insofar as it appears to be based on the number of shares sold in the offering. You also indicate in the principal Form 1-A filing that “3636364” shares are being offered. However, you do not list the warrants or warrant shares at the top of the offering circular cover page or provide detailed disclosures elsewhere in the filing. Please provide consistent disclosure. For example, clarify whether you are seeking to qualify the warrants and the shares underlying the warrants.

U.S. Securities and Exchange Commission

January 25, 2024

Page 2

Re: Sky Quarry Inc.

File No. 024-12373

In response to this comment, the Cover Page was updated to add the Agent Warrants and the shares of common stock underlying the exercise of the Agent Warrants, both in the text and in the table. In addition, language was added to clarify that the Agent Warrants would be issued at the closing of the Offering. In the Plan of Distribution, the defined term was modified to conform with the Cover Page. Finally, the principal Form 1-A filing was updated to reflect the updated numbers.

2.Similarly, ensure that the opinion filed as exhibit 12 addresses all offered securities covered by the Form 1-A offering. That opinion also currently refers to “the Securities and the common stock into which the Securities may convert,” without explaining that reference in the context of the definition provided earlier in the opinion. Please obtain and file an opinion which clearly addresses the offered securities.

In response to this comment, the opinion has been revised and re-filed.

Exchange Listing, Page II-28

3.You disclose that you have submitted an application to list your common stock on the Nasdaq Capital Market. Please revise your offering circular to include a summary of the listing requirements. Please also prominently disclose any material requirements for initial listing that you do not currently meet, and disclose how and when you anticipate satisfying them.

In response to this comment, the following risk factor was added:

Our initial listing application for our Common Stock may not approved by Nasdaq.

Approval of our initial listing application for our Common Stock by Nasdaq will be subject to, among other things, our fulfillment of the following conditions: (i) the Offering is completed and closed; and (ii) we have raised a sufficient amount of equity necessary to qualify for the minimum equity requirements necessary to list our Common Stock on Nasdaq. Currently we are endeavoring to satisfy the standard for admission on Nasdaq requiring $5 million in stockholders’ equity and $15 million market value of publicly held shares of Common Stock. If we fail to meet the minimum requirements for initial listing on Nasdaq, we may apply to have our common stock traded on another platform. There is no assurance that our Common Stock will ever be listed on Nasdaq or that we will be able to comply with such applicable initial listing standards. Failure to have our Common Stock listed on Nasdaq would make it more difficult for our stockholders to dispose of our Common Stock and more difficult to obtain an accurate price of our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.

In addition, the following disclosure was added to The Offering section:

In order to list our common stock on the Nasdaq Capital Market there are certain minimum listing requirements that we are required to meet. Upon completion of this Offering, we believe that we will meet all of the listing requirements set forth in Nasdaq Stock Market Rule 5505(a), the “Equity Standard”,  which requires us to meet the following minimum requirements at the time of listing: (i) $5,000,000 in Stockholders’ Equity, (ii) $15,000,000 in Market Value of Unrestricted

U.S. Securities and Exchange Commission

January 25, 2024

Page 3

Re: Sky Quarry Inc.

File No. 024-12373

Publicly Held Shares, (iii) two (2) year Operating History, (iv) 1,000,000 Unrestricted Publicly-Held Shares, (v) 300 Unrestricted Round Lot Holders of the Company’s shares, (vi) three (3) Market Makers, and (vii) $4.00 Bid Price. We currently meet the requirements of (iii), (iv) and (v) above, and upon completion of this Offering, we believe that we will meet the requirements of (i), (ii), (vi) and (vii) set forth above, meeting all of the quantitative listing requirements required to list our common stock on the Nasdaq Capital Market.

4.In addition, you indicate that your common stock will not commence trading on the Nasdaq Capital Market until, among other things, this offering is terminated. Provide consistent disclosure on the cover page, at page 9, and in this section regarding the timing of the application, listing, and commencement of trading. The other disclosures appear to leave open the possibility that trading on the Nasdaq Capital Market could commence as early as the qualification of this offering on Form 1-A.

In response to this comment, the disclosure throughout has been revised to make clear that we will not obtain a Nasdaq listing until after this Offering is terminated.

Compensation of Executive Officers and Directors, page II-59

5.Please provide updated director and executive officer compensation for your last completed fiscal year. See Item 11 of Part II of Form 1-A.

In response to this comment, the compensation tables for both officers and directors have been updated to reflect the year ended December 31, 2023.

Thank you for your time and attention to this matter.

 Sincerely,

 /s/ Brian A. Lebrecht

 Clyde Snow & Sessions, PC

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

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

CORRESP
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Office Chief Accountant

HART & HART, LLC

ATTORNEYS AT LAW

1624 Washington Street

Denver, CO  80203

________harttrinen@aol.com

(303) 839-0061Fax: (303) 839-5414

January 26, 2022

Kevin Dougherty

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Sky Quarry, Inc.

Offering Statement on Form 1-A Post-Qualification Amendment #3

File No. 024-11574

Sky Quarry, Inc. (the “Company”) requests that the Company's Offering Statement on Form 1-A Post-Qualification Amendment #3 be qualified on Friday January 28, 2022 at 4:00 P.M. Eastern time, or as soon as practicable thereafter.

The Company understands that:

·should the Commission or the staff, acting pursuant to delegated authority, declare the filing qualified, 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 qualified, 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 qualification of the filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very Truly Yours,

HART & HART, LLC

                                /s/ William T. Hart

William T.  Hart

CORRESP
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HART & HART, LLC

ATTORNEYS AT LAW

1624 Washington Street

Denver, CO  80203

________harttrinen@aol.com

(303) 839-0061Fax: (303) 839-5414

January 11, 2022

Kevin Dougherty

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Sky Quarry, Inc.

Offering Statement on Form 1-A

File No. 024-11574

This office represents Sky Quarry, Inc. (the “Company”). Post-Effective Amendment No. 3 to the Company’s Offering Statement on Form 1-A has been filed with the Commission.  The following are the Company’s responses to the comments received from the staff by letter dated December 13, 2021.

The numbers below correspond to the paragraph numbers in the staff’s comment letter. The numbers under the "Page No." column indicated the page number of the Offering Circular where the responses to the staff's comments can be found.

 Page No.

1.

 a)

 References to management’s consolidated pro forma financial projections have been removed from the Company’s investor deck on the Equifund website.

 b)

 You note a claim made at www.equifund.com to the effect that the company can recycle asphalt shingles and produce a barrel for recycled oil for zero net cost and request an explanation of the basis for those assertions.

 In brief, the business model for the Company’s recycling facilities involves charging a tipping fee for material acceptance and then creating value-added products, including oil, from the separation of the recycled materials, as described in the Offering Circular under “Business”.

 Management is assuming operating costs of approximately $25 to produce a barrel of oil using its recovery technology and process. This figure has been confirmed by an independent third party petroleum engineering firm. Operating costs are expected to be more than offset by the collection of tipping fees, hence the reference to “net zero cost”. This information is referenced on the Equifund website under footnote 18.

 Tipping fees for waste asphalt shingles range from $45 to $120 per ton with a national average of $90.

 Tipping fee information was gathered from US EPA reports based on publicly available information posted on waste management facility websites, as well as through contact and discussion with facility owners, operators, and personnel.

 We believe these assumptions to be fair and reasonable and the assertions are made in good faith.

2.

 Comment complied with.

 17,19,20,

 F23-F44

3.

 Comment complied with.

 31-32

4.

 Comment complied with.

 2,31

We also attach herewith a copy of the Letter of No Objection Opinion from FINRA with regard to compensation to be paid to Digital Offering LLC.

We request qualification of Post-Effective Amendment No. 3 to the Offering Statement on the earliest practicable date.

If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.

Very Truly Yours,

HART & HART, LLC

                                /s/ William T. Hart

William T.  Hart

December 14, 2021

DIGITAL OFFERING LLC

1461 glenneyre street, suite D Laguna Beach, CA 92651

Attn: Gordon McBean

Re: No Objections Letter

FINRA Filing ID: 2021-09-23-5903106

Sky Quarry, Inc.

CIK #: 0001812447

SEC Reg.#: 024-11574

Dear Sir/Madam:

In connection with the above-referenced filing, the Corporate Financing Department (Department) has reviewed the information and documents submitted through FINRA's public offering filing system.

This letter confirms that based on such information and documents, the Department raises no objections with respect to the fairness and reasonableness of the proposed underwriting terms and arrangements.

You should note that the Department also requires to be filed on a timely basis for review: (1) any amendments to documents that impact the underwriting terms and arrangements, including an increase or decrease to the offering proceeds, (2) changes in the public offering price, and (3) a copy of the final prospectus. If such changes indicate a modification of the terms and arrangements of the proposed offering, further review may result in a change in the Department's no objections decision.

The Department's decision to raise no objections is based on the information as presented to FINRA in connection with this offering and should not be deemed a precedent with respect to the fairness and reasonableness of the underwriting terms and arrangements of any other offering. Please be advised that, in raising no objections, FINRA has neither approved nor disapproved of the issuer's public offering and neither this letter nor any communication from FINRA should be construed or represented as FINRA approval. In addition, this letter does not constitute any approval or disapproval regarding the issuer that is the subject of the above-referenced submission, including the legality of such issuer's activities. This decision to raise no objections relates solely to the FINRA rules governing underwriting terms and arrangements and does not purport to express any determination of compliance with any federal or state laws, or other regulatory or self-regulatory requirements.

The Department provided a no objections opinion verbally on November 19, 2021.

This letter does not purport to provide an opinion regarding any class of the issuer's securities sold or distributed prior to November 19, 2021.

If you have questions regarding this letter, please call the undersigned at (240) 386-4623.

Regards,

Nadia Yoon

First Reviewer

Paul Helmkamp

Second Reviewer

Corporate Financing Department

United States securities and exchange commission logo
December 13, 2021
David Sealock
Chief Executive Officer
Sky Quarry Inc.
136 East South Temple, Suite 1400
Salt Lake City, UT 84111
Re:Sky Quarry Inc.
Offering Statement on Form 1-A POS
Filed November 15, 2021
File No. 024-11574
Dear Mr. Sealock:
            We have reviewed your amendments 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A POS filed November 15, 2021 and Form 1-A POS filed November 16, 2021
Plan of Distribution, page 31
1.You suggest that to subscribe for the common stock in this offering, an investor should go
to www.equifund.com/skyquarry and click on the “Invest Now” button. The exclusive
investor deck at that location contains "consolidated pro forma financial projections" that
present net revenues from FY2022 to FY2026 of $6.5 million to $49.6 million. These
numbers appear to reflect a substantial difference from the revenues shown in your Form
1-A for the most recent fiscal periods.

Please explain to us in your letter of response how you determined projections for the
respective periods. Also explain why you believe that the underlying assumptions built
into these projections are reasonable. To the extent these projections are based on
contracts that have been negotiated or are in negotiation, clarify this in your
disclosure. We also note claims made at www.equifund.com that the company can recycle

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 December 13, 2021 Page 2
 FirstName LastName
David Sealock
Sky Quarry Inc.
December 13, 2021
Page 2
asphalt shingles and produce a barrel of recycled oil for zero net cost, but there is no clear
explanation of the basis for those assertions.  Please refer to Part II (b) of Form 1-A, and
see Securities Act Rule 175.
General
2.Please update your financial statements in accordance with paragraphs (b) and (c) of Form
1-A, Part F/S. Also revise to provide corresponding, updated MD&A in your offering
circular.
3.We note the Digital Offering engagement letter amendments filed as exhibits with your
November 15, 2021 and November 16, 2021 1-A post-effective amendments. Please
revise your Part II information to reflect the revised terms of these amendments.
4.Please identify Digital Offering as an underwriter. In the alternative, provide your analysis
as to why Digital Offering should not be identified as an underwriter.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271, or in his absence,
Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William Hart, Esq.

CORRESP
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Office Chief Accountant

HART & HART, LLC

ATTORNEYS AT LAW

1624 Washington Street

Denver, CO  80203

________harttrinen@aol.com

(303) 839-0061Fax: (303) 839-5414

September 27, 2021

Kevin Dougherty

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Sky Quarry, Inc.

Offering Statement on Form 1-A

File No. 024-11574

Sky Quarry, Inc. (the “Company”) requests that the Company's Offering Statement on For 1-A be qualified on Wednesday, September 30, 2021 at 4:00 P.M. Eastern time, or as soon as practicable thereafter.

The Company understands that:

·should the Commission or the staff, acting pursuant to delegated authority, declare the filing qualified, 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 qualified, 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 qualification of the filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very Truly Yours,

HART & HART, LLC

                                /s/ William T. Hart

William T.  Hart

Sky Quarry Letter SEC re Qualify Offering Stmt. 9-27-21

CORRESP
1
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Office Chief Accountant

HART & HART, LLC

ATTORNEYS AT LAW

1624 Washington Street

Denver, CO  80203

________harttrinen@aol.com

(303) 839-0061Fax: (303) 839-5414

September 2, 2021

(Revised)

Kevin Dougherty

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Sky Quarry, Inc.

Offering Statement on Form 1-A

File No. 024-11574

This office represents Sky Quarry, Inc. (the “Company”). Amendment No. 1 to the Company’s Offering Statement on Form 1-A has been filed with the Commission.  The following are the Company’s responses to the comments received from the staff by letter dated August 3, 2021.

The numbers below correspond to the paragraph numbers in the staff’s comment letter. The numbers under the "Page No." column indicated the page number of the Offering Circular where the responses to the staff's comments can be found.

 Page No.

1.

 Comment complied with.

 17

2.

 Comment complied with.

 22

3.

 Comment complied with.

 21

4.

 Comment complied with.

 29

5.

 The Company has reviewed its agreement with Equifund, LLC and is of the opinion that the services to be provided by Equifund are adequately described in the Offering Circular.

Generally, Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) makes it unlawful for a broker or dealer “to effect any transactions in or to induce or attempt to induce the purchase or sale of, any security (other than an exempted security or commercial paper, bankers’ acceptances, or commercial bills) unless such broker or dealer is registered” with the Securities and Exchange Commission (the “Commission”) pursuant to Section 15(b) of the Exchange Act. Unless an exception or an exemption applies, under Section 3(a)(4) of the Exchange Act, “any person engaged in the business of effecting transactions in securities for the account of others,” is a “broker” and under Section 3(a)(5) of the Exchange Act, “any person engaged in the business of buying and selling securities for such person’s own account through a broker or otherwise,” is a “dealer”. Effecting transactions in securities includes participating in such transactions “at key points in the chain of distribution.” Such participation includes, among other activities, assisting an issuer to structure prospective securities transactions, helping an issuer to identify potential purchasers of securities, and soliciting securities transactions. Factors indicating that a person is “engaged in the business” of

effecting securities transactions include, among others, receiving compensation related to transactions in securities.

As disclosed in the Plan of Distribution, the Company has engaged Digital Offering, LLC ("Digital Offering"), a Delaware limited liability company and broker-dealer registered with the SEC and a member of FINRA, to provide broker-dealer coverage in all 50 states in connection with this Offering.  Digital Offering's services include the review of investor information as well as the review of subscription agreements.  Digital Offering is handling for this offering any matters relating to the offering that require registration as a broker-dealer

Equifund LLC (“Equifund”), on the other hand, is not providing any services that would require it to register as a broker-dealer.  Equifund does not hold the investor funds or securities, solicit investors, negotiate or effect transactions in securities of the Company or assist with structuring the offering.

As described in the Plan of Distribution, the Company entered into an engagement agreement with Equifund pursuant to which it will pay Equifund a one-time startup fee of $15,000 for its services in hosting the offering on its online platform. Further, it will pay Equifund a technology and administration fee of $40 per investor when each investor deposits funds into the escrow account maintained for the offering. The aforementioned fees are due to Equifund regardless of the success of the offering.  Equifund is also providing the following administrative services: (a) Reviewing investor information, including KYC (“Know Your Customer”) data, AML (“Anti Money Laundering”) and other compliance background checks; (b) contacting and/or notify the potential investor, if needed, to gather additional information or clarification to complete the subscription; and (c) coordinate with issuer’s counsel, escrow agent and third party service providers to ensure adequate review and compliance.

Equifund is not providing any investment advice or any investment recommendations to any investor.  Equifund does not directly solicit or communicate with investors with respect to offerings posted on its site, although it does advertise the existence of its platform, which may include identifying issuers listed on the platform.

Equifund is merely providing a platform for the Company to showcase its offering and offering details and related administrative services to facilitate the offering.  None of these services require registration as a broker-dealer.  Furthermore, Equifund is not taking commission-based fees that depend on the success of the offering. Instead, it is taking a startup fee and a per investor administration fee.  The per investor administration fee is payable regardless of the success of the offering and is a flat fee per investor regardless of the amount of the investment.

Accordingly, neither the services provided by Equifund nor the manner in which Equifund is compensated would require it to register as a broker dealer.

6.

 See attached.

7.

 Comment complied with.

 F-1, F-12,

 F-19,F-28,

 F-29

8.

 See the addition of the 2020 Resources Combined Financial Statements as of June 30, 2020. These are the last reasonable financial statements prior to their acquisition by Sky Quarry Inc. From July 1, 2020 to September 16, 2020, the acquisition date, there was very limited activity

 F-54

9.

 Comment complied with.

 F-7, F-24

10.

 Given the facilities have yet to be in full production and require retrofitting to obtain operational capacity the liquidation value, as determined by  third party valuation, would be deemed the appropriate residual  fair value. The liquidation value is appropriate given that if operations are unsuccessful the assets would be liquidated at the third party valuation.

11.

 Comment complied with.

 F-71

12.

 Comment complied with.

 Exhs.

11.1, 11.2

If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.

 Very Truly Yours,

 HART & HART, LLC

 /s/ William T. Hart

 William T.  Hart

Attachment

[Sample Online Subscription Page]

Investment Information

Your Name: [full legal name]

Your Email Address: [email address]

I am investing as: (select one)

-A Company (Corporation, LLC, etc.)

-A Trust

-An Individual or Individuals

-A Self-Directed IRA or 401(k)

How much do you wish to invest in this offering? (USD)

[$amount]

# of Shares

[amount]

How will you be sending the funds for this investment? (select one)

-ACH (Electronic Check) – US Bank Account Only

-Mail a Check

-Credit card

-Wire Transfer

-A financial advisor is assisting me or is filling out these forms on behalf of the investor. [check if applicable]

Name [subscriber name]

Country [select from dropdown]

Street Address [address line 1] [address line 2]

City [city]

State [state]

ZIP Code [zip code]

Email [email address]

Phone [phone number]

Social Security Number [ssn]

Date of Birth [mm/dd/yyyy]

Investor Questionnaire

This information is needed for us to comply with SEC and state securities regulations. We ask the following questions to determine if the amount you may invest is limited by law.

Are you an “Accredited” investor (meaning do you earn over $200,000 per year, have a net worth of $1m or more, or are an institutional investor)? [select one]

-Yes

-No

As you are not an “accredited investor” the law limits the total amount you can invest based on your annual income and your net worth. Please provide these so that we may determine if the amount you wish to invest is within these limitations.

Annual Income [$0.00]

Net Worth [$0.00]

Substitute Form W-9 Statement

Under penalty of perjury, by accepting the agreement below I certify that I have provided my correct taxpayer identification number, and: [check one]

-I am a US citizen, US resident, or other US person.

-I am not a US citizen, US resident, or other US person.

And: [check one]

-I am exempt from backup withholding.

-I am subject to backup withholding. (only check this option if you’ve been notified by the IRS that you are subject to backup withholding.)

Transaction Processing Fee

In addition to your investment amount, a non-refundable transaction fee of $25.00 will be assessed to cover processing expenses related to this investment. As such, to complete this investment commitment, you will need to transfer a total of $1,025.00

I understand that I will be transferring a total of $1,025.00 and that $25.00 is a transaction fee that is no-refundable in the event I wish to cancel my commitment. [checkbox]

Sign Subscription Agreement

[Subscription Agreement box]

Print Agreement [checkbox, opens print dialog box]

Type signature to sign the agreement [text box for signature]

Funds Transfer Instructions

Congratulations!

Your investment commitment is in! Instructions for sending funds can be found below and an e-mail with a copy of those instructions will be sent in to you momentarily. Additionally, you will be sent an e-mail when your funds have been received.

If you have any questions or need further assistance in funding your commitment, please contact [contact details].

Check Mailing Instructions

Please make checks payable to “Prime Trust as Escrow Agent for Sky Quarry Inc” and include a note with your name, phone number, email address, and investor ID [investor ID box] in case we have any questions.

Check Amount (USD): [amount]

Prime Trust

10890 S Eastern Ave

Suite 114

Henderson, NV 89502

Investment ID: [investmentID]

CORRESP
1
filename1.htm

Office Chief Accountant

HART & HART, LLC

ATTORNEYS AT LAW

1624 Washington Street

Denver, CO  80203

________harttrinen@aol.com

(303) 839-0061Fax: (303) 839-5414

August 25, 2021

Kevin Dougherty

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: Sky Quarry, Inc.

Offering Statement on Form 1-A

File No. 024-11574

This office represents Sky Quarry, Inc. (the “Company”). Amendment No. 1 to the Company’s Offering Statement on Form 1-A has been filed with the Commission.  The following are the Company’s responses to the comments received from the staff by letter dated August 3, 2021.

The numbers below correspond to the paragraph numbers in the staff’s comment letter. The numbers under the "Page No." column indicated the page number of the Offering Circular where the responses to the staff's comments can be found.

 Page No.

1.

 Comment complied with.

 17, 18

2.

 Comment complied with.

 22

3.

 Comment complied with.

 21

4.

 Comment complied with.

 32

5.

 The Company has reviewed its agreement with Equifund, LLC and is of the opinion that the services to be provided by Equifund are  adequately described in the Offering Circular.

Generally, Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) makes it unlawful for a broker or dealer “to effect any transactions in or to induce or attempt to induce the purchase or sale of, any security (other than an exempted security or commercial paper, bankers’ acceptances, or commercial bills) unless such broker or dealer is registered” with the Securities and Exchange Commission (the “Commission”) pursuant to Section 15(b) of the Exchange Act. Unless an exception or an exemption applies, under Section 3(a)(4) of the Exchange Act, “any person engaged in the business of effecting transactions in securities for the account of others,” is a “broker” and under Section 3(a)(5) of the Exchange Act, “any person engaged in the business of buying and selling securities for such person’s own account through a broker or otherwise,” is a “dealer”. Effecting transactions in securities includes participating in such transactions “at key points in the chain of distribution.” Such participation includes, among other activities, assisting an issuer to structure prospective securities transactions, helping an issuer to identify potential purchasers of securities, and soliciting securities transactions. Factors indicating that a person is “engaged in the business” of effecting securities transactions include, among others, receiving compensation related to transactions in securities.

As disclosed in the Plan of Distribution, the Company has engaged Digital Offering, LLC ("Digital Offering"), a Delaware limited liability company and broker-dealer registered with the SEC and a member of FINRA, to provide broker-dealer coverage in all 50 states in connection with this Offering.  Digital Offering's services include the review of investor information as well as the review of subscription agreements.  Digital Offering is handling for this offering any matters relating to the offering that require registration as a broker-dealer

Equifund LLC (“Equifund”), on the other hand, is not providing any services that would require it to register as a broker-dealer.  Equifund does not hold the investor funds or securities, solicit investors, negotiate or effect transactions in securities of the Company or assist with structuring the offering.

As described in the Plan of Distribution, the Company entered into an engagement agreement with Equifund pursuant to which it will pay Equifund a one-time startup fee of $15,000 for its services in hosting the offering on its online platform. Further, it will pay Equifund a technology and administration fee of $40 per investor when each investor deposits funds into the escrow account maintained for the offering. The aforementioned fees are due to Equifund regardless of the success of the offering.  Equifund is also providing the following administrative services: (a) Reviewing investor information, including KYC (“Know Your Customer”) data, AML (“Anti Money Laundering”) and other compliance background checks; (b) contacting and/or notify the potential investor, if needed, to gather additional information or clarification to complete the subscription; and (c) coordinate with issuer’s counsel, escrow agent and third party service providers to ensure adequate review and compliance.

Equifund is not providing any investment advice or any investment recommendations to any investor.  Equifund does not directly solicit or communicate with investors with respect to offerings posted on its site, although it does advertise the existence of its platform, which may include identifying issuers listed on the platform.

Equifund is merely providing a platform for the Company to showcase its offering and offering details and related administrative services to facilitate the offering.  None of these services require registration as a broker-dealer.  Furthermore, Equifund is not taking commission-based fees that depend on the success of the offering. Instead, it is taking a startup fee and a per investor  administration fee.  The per investor administration fee is payable regardless of the success of the offering and is a flat fee per investor regardless of the amount of the investment.

Accordingly, neither the services provided by Equifund nor the manner in which Equifund is compensated would require it to register as a broker dealer.

6.

 See attached.

7.

 Comment complied with.

 F-1, F-12,

 F-19,F-28,

 F-29

8.

 See the addition of the 2020 Resources Combined Financial Statements as of June 30, 2020. These are the last reasonable financial statements prior to their acquisition by Sky Quarry Inc. From July 1, 2020 to September 16, 2020, the acquisition date, there was very limited activity

 F-54

9.

 Comment complied with.

 F-6, F-7,

 F-24

10.

 Given the facilities have yet to be in full production and require retrofitting to obtain operational capacity the liquidation value, as determined by  third party valuation, would be deemed the appropriate residual  fair value. The liquidation value is appropriate given that if operations are unsuccessful the assets would be liquidated at the third party valuation.

11.

 Comment complied with.

 F-71

12.

 Comment complied with.

 Exhibits

 11.1,11.2

If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned.

 Very Truly Yours,

 HART & HART, LLC

 /s/ William T. Hart

 William T.  Hart

Attachment

[Sample Online Subscription Page]

Investment Information

Your Name: [full legal name]

Your Email Address: [email address]

I am investing as: (select one)

-A Company (Corporation, LLC, etc.)

-A Trust

-An Individual or Individuals

-A Self-Directed IRA or 401(k)

How much do you wish to invest in this offering? (USD)

[$amount]

# of Shares

[amount]

How will you be sending the funds for this investment? (select one)

-ACH (Electronic Check) – US Bank Account Only

-Mail a Check

-Credit card

-Wire Transfer

-A financial advisor is assisting me or is filling out these forms on behalf of the investor. [check if applicable]

Name [subscriber name]

Country [select from dropdown]

Street Address [address line 1] [address line 2]

City [city]

State [state]

ZIP Code [zip code]

Email [email address]

Phone [phone number]

Social Security Number [ssn]

Date of Birth [mm/dd/yyyy]

Investor Questionnaire

This information is needed for us to comply with SEC and state securities regulations. We ask the following questions to determine if the amount you may invest is limited by law.

Are you an “Accredited” investor (meaning do you earn over $200,000 per year, have a net worth of $1m or more, or are an institutional investor)? [select one]

-Yes

-No

As you are not an “accredited investor” the law limits the total amount you can invest based on your annual income and your net worth. Please provide these so that we may determine if the amount you wish to invest is within these limitations.

Annual Income [$0.00]

Net Worth [$0.00]

Substitute Form W-9 Statement

Under penalty of perjury, by accepting the agreement below I certify that I have provided my correct taxpayer identification number, and: [check one]

-I am a US citizen, US resident, or other US person.

-I am not a US citizen, US resident, or other US person.

And: [check one]

-I am exempt from backup withholding.

-I am subject to backup withholding. (only check this option if you’ve been notified by the IRS that you are subject to backup withholding.)

Transaction Processing Fee

In addition to your investment amount, a non-refundable transaction fee of $25.00 will be assessed to cover processing expenses related to this investment. As such, to complete this investment commitment, you will need to transfer a total of $1,025.00

I understand that I will be transferring a total of $1,025.00 and that $25.00 is a transaction fee that is no-refundable in the event I wish to cancel my commitment. [checkbox]

Sign Subscription Agreement

[Subscription Agreement box]

Print Agreement [checkbox, opens print dialog box]

Type signature to sign the agreement [text box for signature]

Funds Transfer Instructions

Congratulations!

Your investment commitment is in! Instructions for sending funds can be found below and an e-mail with a copy of those instructions will be sent in to you momentarily. Additionally, you will be sent an e-mail when your funds have been received.

If you have any questions or need further assistance in funding your commitment, please contact [contact details].

Check Mailing Instructions

Please make checks payable to “Prime Trust as Escrow Agent for Sky Quarry Inc” and include a note with your name, phone number, email address, and investor ID [investor ID box] in case we have any questions.

Check Amount (USD): [amount]

Prime Trust

10890 S Eastern Ave

Suite 114

Henderson, NV 89502

Investment ID: [investmentID]

United States securities and exchange commission logo
August 3, 2021
David Sealock
Chief Executive Officer
Sky Quarry Inc.
136 E S Temple
Suite 1400
Salt Lake City, Utah 84111
Re:Sky Quarry Inc.
Offering Statement on Form 1-A
Filed July 7, 2021
File No. 024-11574
Dear Mr. Sealock:
             We have reviewed your offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed July 7, 2021
Use of Proceeds, page 17
1.As this is a best efforts, no minimum offering, please expand your tabular presentation to
disclose corresponding information in the event that you sell less than 6.5 million units
(43%), such as making clear how you would allocate proceeds at the 10% or 20%
level.  In addition, please expand footnote 1 to clarify how much of the estimated amount
for offering expenses includes payments to Equifund.

Business
Asphalt Bitumen Leases, page 20
2.You provide disclosure of various quantitative estimates of bitumen and crude

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 August 3, 2021 Page 2
 FirstName LastNameDavid Sealock
Sky Quarry Inc.
August 3, 2021
Page 2
oil resources which appear to be excerpts from a report filed as Exhibit 16 that is entitled
“Evaluation of Bitumen Contingent Resources.” Please refer to the following examples of
these disclosures provided on page 20 of the Offering Circular:
•the PR Spring leases in total hold 184.3 million barrels of bitumen initially-in-place
with no ore cutoff and 90 million barrels (of bitumen initially-in-place) above six
percent ore grade, and
•on a best estimate unrisked basis, the currently permitted mine pits under the
Company’s mine plan hold 10.7 million barrels of oil (gross).

Please note the Instruction to Item 1202 of Regulation S-K generally prohibits disclosure
in any document publicly filed with the Commission of the estimates of oil or gas
resources other than reserves, and any estimated values of such resources. Refer to
Instruction 4 to Subpart 229 Item 102 and Subpart 229 Item 1201(a) of Regulation S-K,
respectively.

We also note that the resource evaluation report on the PR Spring leases was prepared by
McDaniel & Associates Consultants Ltd. in accordance with the standards set out in the
Canadian Oil and Gas Evaluation Handbook. Notwithstanding your disclosure that these
estimates were prepared using Canadian evaluation standards, such estimates must also
comply with item 1201(c) of Regulation S-K, which requires estimates to be prepared in
accordance with the definitions set forth in Rule 4-10(a) of Regulation S-X. If your
estimates, including estimates of the quantities and associated values presented in Exhibit
16, do not fulfill the requirements to be classified as reserves under Rule 4-10(a) of
Regulation S-X, please revise your filing in each occurrence to exclude such disclosure.
Business
Asphalt Bitumen Leases
The PR Spring Facility, page 20
3.Please further describe the methodology used in the "bench" tests referenced here and
under "The ECOSolv Process."  Disclose the dates of such bench tests, and state in each
case whether you or a third party (which should be named) conducted such tests.
Principal shareholders, page 28
4.Because Mr. Sealock controls Autus Ventures Ltd. and in light of the separate 5/30/2020
purchases you disclose at page 27, please revise the tabular disclosure to include all such
combined holdings within the tabular entry for Mr. Sealock and provide corrected
information for the resulting percentage of his share ownership. Retain appropriate
separate entries for Autus Ventures Ltd. and corresponding footnotes to explain the
ownership for shares attributed to both. Please also provide additional disclosure to
identify the person(s) who has or shares voting and/or dispositive power over the shares
held by Varie Asset Management.  See Exchange Act Rule 13d-3.

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 August 3, 2021 Page 3
 FirstName LastNameDavid Sealock
Sky Quarry Inc.
August 3, 2021
Page 3
Plan of Distribution, page 28
5.Please provide a detailed description of all of the services to be provided by Equifund
LLC.  Please also provide a detailed analysis of why Equifund LLC is not required to
register as a broker-dealer.
Process of Subscribing, page 30
6.You disclose that if an investor decides to subscribe for the securities in this offering, your
investors should go to www.equifund.com/skyquarry. Please provide us as part of your
letter of response the content that will be used in connection with this offering on that
page.
2.(a) Basis of Presentation, page 42
7.You state that your consolidated financial statements have been prepared in accordance
with United States generally accepted accounting principles or US GAAP.  We note that
footnote 8 at page 48 refers to IAS 16 and footnote 9 at page 49 uses the term exploration
and evaluation assets, a term used in IFRS 6.  Please eliminate any disclosures in the
annual and interim Sky Quarry, Inc. footnotes that may not be consistent with US GAAP.
Sky Quarry, Inc. Notes to Consolidated Financial Statements
1. Nature of Operations, page 42
8.We understand that you acquired 2020 Resources LLC and 2020 Resources (Canada) Ltd.
on September 16, 2020.  Please tell us how you considered presenting these entities as
your predecessor, given that you have succeeded to the businesses of these entities and
that the operations of Sky Quarry before the acquisition appear insignificant relative to the
operations acquired.  Please revise your financial statements and related disclosures as
necessary.  Refer to paragraph (a)(1) of Part F/S to Form 1-A and the definition of a
predecessor in Exchange Act Rule 12b-2 and Securities Act Rule 405.
2.(h) Oil and gas property and equipment, page 43
9.We note you disclose that you follow the successful efforts method of accounting for oil
and gas properties.  Please provide the disclosures required by Part F/S(b)(6) of Form 1-A,
or explain to us why you believe these disclosures are not required. We also refer you to
Rule 4-10(a)(32)(b) of Regulation S-X.
4. Acquisitions, page 46
10.You disclose that the value of the exploration and evaluation assets was determined by
assigning the residual value of the assets acquired from 2020 Resources, LLC and 2020
Resources (Canada) Ltd.  Please tell us how the results of your valuation complies with
the requirement to allocate the cost of a group of assets acquired in an asset acquisition
based on their relative fair values.  See ASC 805-50-30-3.

 FirstName LastNameDavid Sealock
 Comapany NameSky Quarry Inc.
 August 3, 2021 Page 4
 FirstName LastName
David Sealock
Sky Quarry Inc.
August 3, 2021
Page 4
Unaudited Pro-Forma Condensed Consolidated Financial Statements, page 94
11.Please revise to provide a pro forma statement of loss and comprehensive loss for the year
ended December 31, 2020, the most recent fiscal year presented, reflecting the acquisition
of 2020 Resources as if the transaction occurred as of January 1, 2020. Your pro forma
presentation should include the results of 2020 Resources from the beginning of the period
through the date of acquisition. See Rule 11-02(c)(2)(i) of Regulation S-X as referred to
by Rule 8-05 of Regulation S-X.
Index to Exhibits, page 100
12.Please provide updated auditor’s consents in your next amendment.  Refer to Item 17.11
of Part III of Form 1-A.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Brian McAllister, Staff Accountant, at (202) 551-3341 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the financial statements and related matters. You may contact John Hodgin,
Petroleum Engineer, at (202) 551-3699 if you have questions regarding the engineering
comments. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271, or in his absence,
Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William Hart