SecProbe.io

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Room 4561
								November 28, 2005

Ms. Mary Grace
Chief Executive Officer and President
e-Smart Technologies, Inc.
222 Grace Church Street, Suite 300
Port Chester, NY 11573

Re:	e-Smart Technologies, Inc.
	Item 4.01 Form 8-K
      Filed November 21, 2005
	File No.  000-30717

Dear Ms. Grace:

      We have reviewed the above referenced filings 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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.

Form 8-K filed November 21, 2005

Item 4.01 Changes In Registrant`s Certifying Accountant, page 5

1. Please revise the Form 8-K to state the specific date the
former
accountant resigned, as required by Item 304(a)(1)(i) of
Regulation
S-K.  It is not sufficient to state that "approximately two and a
half weeks after the Registrant announced its reorganization on
October 14, 2005....RRBB sent a letter to Registrant stating that
RRBB resigned," as that wording is unclear to a reader.

2. We note your disclosure regarding whether there were any
disagreements with the former accountants.  However, the
disclosure
should also state whether during the registrant`s two most recent
fiscal years and any subsequent interim period through the date of
resignation, declination or dismissal there were any disagreements
with the former accountant on any matter of accounting principles
or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction
of the former accountant, would have caused it to make reference
to
the subject matter of the disagreement(s) in connection with its
reports.  In the event of disagreement(s) and/or reportable
event(s),
provide the specific disclosures required by Item 304(a)(1)(iv)
and
(v) of Regulation S-K.

3. Please file a letter from your former accountant, indicating
whether or not they agree with your disclosures in the Form 8-K.
4. When you engage a new accountant, please report the engagement
in
a new Form 8-K and comply with the requirements of Regulation S-K
Item 304 (a)(2).  In making any disclosures about consultations
with
your new accountants, please ensure you disclose any consultations
up
through the date of engagement.

Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a
Related Audit Report or Completed Interim Review, page 5
5. It appears from disclosures and related exhibits that your
Independent Accountants have notified you that action should be
taken
to prevent future reliance on their previously issued audit
reports
included in your 2004 10-K.  In addition, based on your
disclosures
and letters from your Independent Accountants it does not appear
that
your March and June 2005 10-Q`s have been reviewed.  Revise your
disclosures to clearly identify the financial statements that
should
no longer be relied upon and when you will amend the periodic
reports
that include these financial statements.
6. Tell us whether you have received a letter from your
Independent
Accountants disclosing whether they agree or disagree with the
statements made by you in the Item 4.02 8-K and if so, file an
amendment to your Item 4.02 8-K to include the letter.  We refer
you
to Item 4.02 (c)(3) of Form 8-K.

General

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 comment, please provide,
in
writing, a statement from the company acknowledging that:

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

      In addition, please be 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.

      As appropriate, please respond to these comments within five
business days or tell us when you will respond.  Please submit all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  Please furnish a cover letter 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.

	If you have questions regarding the Item 4.01 8-K comments,
you
may contact Patrick Gilmore, Staff Accountant, at (202) 551-3406.
If
you have questions regarding the Item 4.02 8-K comments, you may
contact Kari Jin, Staff Accountant, at (202) 551-3481.

							Sincerely,

      					Kathleen Collins
							Accounting Branch Chief
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Mary Grace
e-Smart Technologies, Inc.
November 28, 2005
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