SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561

								December 2, 2005

Michael Nouri
President and Chief Executive Officer and
Smart Online, Inc.
2530 Meridian Parkway, 2nd Floor
Durham, North Carolina  27713

Re:	Smart Online, Inc.
Form 8-K filed on November 21, 2005
      File No. 1-32634

Dear Mr. Nouri:

      We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
filing in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
revisions 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 on November 21, 2005
1. With regard to the interim periods defined in your discussions
of
the periods during which there were no disagreements with BDO
Seidman, LLP, reportable events or consultations with Goldstein
Golub
Kessler LLP, please amend to extend the interim periods from the
date
of the last audited financial statements to the date of
resignation
or engagement, as applicable.
2. Amend to file an Exhibit 16 letter from your former accountant
stating whether it agrees with the statements made in your revised
Form 8-K.

Form 10-Q/A filed on November 22, 2005
3. In light of the restatement of your Form 10-Q for the quarter
ended June 30, 2005, please tell us, in reasonable detail, the
following:
a. the reason(s) for the error and clarify the period(s) to which
the
error relates.  In this regard, we note your statement that the
issuance of the underlying warrants occurred in 2003, however, the
restatement appears to have impacted only the quarter ended June
30,
2005;
b. your consideration of any potential reporting obligation under
Item 4.02 of Form 8-K;
c. the basis for your officers` conclusions that the company`s
disclosure controls and procedures were nonetheless effective as
of
June 30, 2005 and September 30, 2005;
d. how you considered whether the error might indicate the
presence
of a reportable condition or material weakness in disclosure
controls
and procedures;
e. when, and by whom, the error was identified and when the error
was
first communicated;
f. the steps you have taken (or plan to take) and procedures you
have
implemented (or plan to implement) to ensure that the error does
not
recur.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  Please submit all correspondence and
supplemental materials on EDGAR as required by Rule 101 of
Regulation
S-T.  Please furnish a cover letter with any amendment that keys
your
response 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
any
amendments and your 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 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 comment on your filings.

	You may contact Tamara Tangen, Staff Accountant, at (202)
551-
3443 or me at (202) 551-3488 with any questions.

      Sincerely,

      Stephen G. Krikorian
      Branch Chief - Accounting

Mr. Michael Nouri
Smart Online, Inc.
December 2, 2005
Page 3

</TEXT>
</DOCUMENT>