SEC-generated letter Skkynet Cloud Systems, Inc.

UPLOAD [Cover] - SEC-generated letter

Published: 2013-03-08 12:30:30
Submitted: 2013-03-08
filename1.pdf


                                                           March 8, 2013

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

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

Dear Mr. Thomas:

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

        Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comments or any other aspect of our review. Feel free to call us at the
telephone numbers listed at the end of this letter.

Item 4.01 Changes in Registrant’s Certifying Accountant

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

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


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

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

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

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

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


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

          We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision. Since the company and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.

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

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

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


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

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

        In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.

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

                                                           Sincerely,

                                                           /s/ Jaime G. John

                                                           Jaime G. John
                                                           Staff Accountant



Document Created: 2013-03-08 10:43:50
Document Modified: 2013-03-08 10:43:50
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0000000000-13-012623.txt   Complete submission text file   164046

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