SecProbe.io

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

Mail Stop 6010

								September 29, 2005

Robert L. Cashman
Director, President, and Chief Executive Officer
Smart Truck Systems, Inc.
22101 Alessandro Blvd.
Moreno Valley, CA. 92553

	Re:	Smart Truck Systems, Inc.
		Registration Statement on Form SB-2
		Filed September 6, 2005
		File No. 333-128107

Dear Mr. Cashman:

	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 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.

FORM S-1

General

1. Robert Cashman informed the staff on September 8, 2005 that
your
company recently received a large order from the city of Honolulu.
The order appears to be material.  Please discuss it in the
Business
section of the filing.  Also, if there is a written agreement for
the
order, please file it as an exhibit.

Prospectus Cover Page

2. The price and timing of the offering are somewhat unclear.

* The first paragraph on the prospectus cover page states you plan
to
sell up to 3 million shares "at $3.00 per share."  However, the
second
paragraph states the prices will be "established on the Over-the
Counter Pink Sheets during the term of this offering," which
prices
"will fluctuate."  Since the offering does not meet the
requirements
of an "at-the-market" offering under Rule 415(a)(4), it needs to
be at
a fixed price.  Please revise the disclosure suggesting it will
not be
at a fixed price.
* The box on the registration statement cover page for a Rule 415
offering is not checked.  However, the reference on the prospectus
cover page to the "term of this offering" suggests you may be
planning
to do a continuous offering under Rule 415(a)(1)(ix).  Please
clarify.

3. Please revise the cover page to provide the information
requested
by Item 501(a)(9) of Regulation S-B, to the extent applicable.

Prospectus Summary, page 3

4. We note the auditors issued a going concern opinion.  Please
state
this fact in the summary.

5. Please explain what "specialized refuse bodies" are.

6. Please disclose the basis for the statement that the company
"is
positioned for rapid growth."

7. Please disclose approximately when the company plans to engage
in
each of the activities described in the last paragraph on page 3.
Also, identify the obstacles the company will need to overcome to
complete these activities.

Risk Factors

Investors in our common stock will experience immediate . . . ,
page 5

8. Please revise this risk factor to explain that investors who
purchase shares will:

* Pay a price per share that substantially exceeds the value of
your
assets after subtracting its liabilities; and
* Contribute ___% of the total amount to fund the company but will
own
only ___% of the outstanding share capital and ___% of the voting
rights.

Our offering price is arbitrarily determined and is unrelated . .
. ,
page 5

9. Please state the price of your stock on the Pink Sheets as of
the
most recent practicable date.

If we lose our key personnel, our business and prospects . . . ,
page
5

10. Please state whether the company has a written employment
agreement with Mr. Cashman.

We may have shortages of raw materials, which could jeopardize . .
. ,
page 6

11. Please state the approximate number of chassis suppliers that
could meet the company`s needs.

Anti-pollution regulations may affect our business by increasing .
. .
, page 6

12. Please discuss any regulations that have been materially
burdensome or costly to your business in the past.  Provide
similar
disclosure with respect to the laws discussed in "We are subject
to
government regulation . . ." on pages 9-10.

We may need additional capital, which, if not received, may
adversely
. . . , page 6

13. Please disclose how long you anticipate the funds from this
offering will enable you to remain in operations.

14. Please disclose the issues that may hinder you from getting
the
financing you need.

We cannot be sure that we can attract the right people to complete
. .
. , page 7

15. Please discuss any material difficulties you have had in
attracting and training qualified employees.

We may have difficulty controlling our operating costs . . . ,
page 7

16. The only factor that you list as making it difficult to
control
your costs is "a general downturn in the economy."  This factor
applies to all companies.  If you keep this risk factor, please
revise
it so it is specific to your situation.

Our stock price is volatile and you may not be able to sell . . .
,
page 9

17. Please state the range of your stock price since the time the
company was organized.

We do not intend to pay dividends in the foreseeable future . . .
,
page 9

18. Please disclose that any investment gains will need to come by
appreciation in the stock price rather than dividends.

There may be limited liquidity in our common stock . . . , page 9

19. This risk factor is very similar to "Our securities have been
thinly traded . . ." on page 8.  Please combine the two risk
factors,
and eliminate any duplicative text.

Use of Proceeds, page 13

20. Since you may not sell the entire offering, please list the
uses
of proceeds in order of priority.

21. Please clarify the physical cash outlay that will be involved
in
"increase in accounts receivable."  For example, if the cash
allocated
to this purpose will simply go into an investment or bank account,
so
state.

22. Please describe with more specificity the uses included in
"increase in working capital."  State the amount of cash you plan
to
allocate to each of these uses.

23. Please explain why the ratio of component parts to raw
materials
decreases for a 50% offering relative to a 100% offering and 25%
offering.  We may have additional comments.

24. Please explain why the dollar amount allocated for marketing
is
much larger for a 50% offering than a 100% or 25% offering.  We
may
have additional comments.

Management`s Discussion and Analysis of Financial Conditions and
Results of Operation for the Year Ended June 30, 2005, page 16

25. Please discuss each critical accounting estimate including the
estimates and judgments made and how those estimates and judgments
could affect your results of operations.  It appears at a minimum
that
you have critical accounting estimates for inventory, revenue
recognition, warranty reserves, asset acquisition valuation, and
accounts receivable.  Refer to FRR-72.

26. In accordance with Item 303(c) of Regulation S-B, please
disclose
whether you have any off-balance sheet arrangements.

General, page 16

27. Please disclose the changed circumstances that cause
management to
believe the company can increase production in September 2005.
Also,
since September 2005 is almost ended, please update this statement
so
that it either refers to a different month in the future or states
how
production actually increased in September 2005.

Description of the Business, page 18

28. We note from a risk factor on page 6 that you are subject to
environmental laws.  Please disclose the costs and effects of
compliance with these laws.  See Item 101(a)(11) of Regulation S-
B.

29. Please identify your major customers, and state how much
revenues
are attributable to each.  We would expect this discussion to
include
the customer mentioned in Note 4 to your financial statements.

30. We note you lease the manufacturing facility from Shirvanian
Family Trust.  Please file the lease agreement and option
agreement as
exhibits to the registration statement.  See Item
601(b)(10)(ii)(D) of
Regulation S-B.

31. Please expand the discussion to state when STS Manufacturing
was
formed.

32. Please state when specifically the sale of Western Waste to
Waste
Management occurred, when the assets of the truck maintenance and
manufacturing operations were "turned over to Kosti Shirvanian,
what
if any consideration Mr. Shirvanian paid for these assets, when
the
truck maintenance and manufacturing assets were contributed to
Smart
Truck Systems, and the indicate how much stock Mr. Shirvanian
received
for these assets.

33. Please expand the discussion to indicate how the truck
maintenance
and manufacturing assets were utilized from the time they were
turned
over to Mr. Shirvanian and the time these assets were contributed
to
Smart Truck Systems.

34. Please expand the discussion to indicate who formed Smart
Truck
Systems and file the agreement which reflects Mr. Cashman`s
purchase
of 50% of its stock.

35. We note from exhibit 2.3 that Messrs. Cashman and Scarpello
were
the president and secretary, respectively, of Homesmart.com.
Please
revise the disclosure accordingly.  Also, tell us how and when
they
became officers of Homesmart, the number and percentage of
Homesmart
shares they owned, and when and how they acquired such shares.  We
may
have additional comments.

Front Loader Trucks, page 19

36. We note the hydraulic and electronic systems on the front
loader
trucks and the side loader trucks are "state of the art in this
industry."  Please describe the features that make them state of
the
art.

37. In the second paragraph on page 20, you make claims about your
trucks` high efficiencies, economy, and minimal maintenance.
Please
provide support for these claims either by citing a third-party
study
that supports them or by comparing your trucks` efficiencies,
economy,
and maintenance to industry averages.  Provide similar information
with respect to each of the claims made in "Advantages of
Operating a
Smart Truck for a City" on page 21.

Directors, Executive Officers, Promoters and Control Persons, page
23

38. We note Mr. Cashman "sits on the Board of Diretors of several
corporations, both public and private."  Please identify the
public
companies for which he is a director.  See Item 401(a)(5) of
Regulation S-B.

39. Please identify the positions and companies in which Mr.
Scarpello
and Mr. Shirvanian have worked during the past five years, and
state
the dates applicable to each position

40. The description of Mr. Shirvanian states Smart Truck merged
with
USA Waste Services in 1996.  However, page 18 of the document
states
Smart Truck was formed in 2004.  In addition, the discussion of
Mr.
Cashman`s background states he sold Smart Truck in 1972.  Please
reconcile these statements.

41. Please state when Mr. Basalos joined Smart Truck.

42. Please state the date when Mr. Contreras began managing the
maintenance and repair parts inventory for Athens Disposal.  If
less
than five years ago, state the other positions and companies he
has
worked in the past five years.  Finally, state when he joined
Smart
Truck.

Family Relationships, Certain Relationships and Related
Transactions,
page 29

43. We note the related party transactions discussed in Note 4 of
your
financial statements.  Please discuss all related party
transactions
that are required to be discussed under Item 404 of Regulation S-
B.
You should also file as exhibits the underlying agreements.

Auditor`s Report, page F-2

44. Please ask your auditors to revise the auditor`s report to
define
the period for which the audit report covers the Statements of
income,
changes in stockholder`s equity, and cash flows.  The period being
audited should cover not only the inception to date if required by
SFAS 7, but the fiscal years for the last two years that do not
exceed
12 months.  Please also revise the auditor`s report and financial
statements accordingly.

45. Please ask your auditors to revise the auditor`s opinion to be
consistent with the guidance in AU Section 341 for a going concern
opinion.

Note 1 - Summary of Significant Accounting Policies, page F-7

46. Please disclose the Company`s revenue recognition policy for
each
revenue stream.  Refer to the first paragraph of "General" on page
16.
In addition, please discuss any items that reduce gross revenue
such
as cash rebates, returns, and any other discounts or allowances.

Cash and Cash Equivalents, page F-7

47. Please revise your policy to clarify that only investments
with
original maturities of three months or less qualify as cash and
cash
equivalents.  Refer to paragraph 8 of SFAS 95.

History, page F-7

48. We note that the Company entered into a reverse acquisition
with
Homesmart.com, Inc.  Since Homesmart.com was a non-operating shell
with no assets, we believe the share exchange with Smart Truck
should
be recorded as a capital transaction rather than a business
combination.  That is, the transaction is equivalent to the
issuance
of stock by the private company for the net monetary assets of the
shell corporation, accompanied by a recapitalization.  The
accounting
is identical to that resulting from a reverse acquisition, except
that
there is no adjustments to the historic carrying values of the
assets
and liabilities and no goodwill or other intangible assets should
be
recorded.  Please revise your accounting for this transaction
accordingly.  In addition, please revise your filing to include
the
disclosure required by paragraph 51 of SFAS 141.

Development Stage, page F-9

49. We note that you have recognized revenue during the period
ended
June 30, 2005.  It appears that the company`s planned principal
operations have commenced.  Please tell us how under SFAS 7, you
would
still be identified as a development stage company.

Note 2 - Asset Purchase Agreement, page F-10

50. We note that your asset acquisition was with a related party.
It
would appear that purchases from a related party should be
recorded at
the related party`s carrying value.  Please revise your policy to
clarify.  In addition, please cite the applicable GAAP literature
you
are using for your accounting treatment.

Note 6 - Going Concern, page F-12

51. We note that your independent auditors have issued a going
concern
qualification in their audit opinion.  Please expand your
disclosure
to disclose the specific plans the Company has to alleviate the
going
concern issue.  Please refer to FRC 607.02.

Signatures, page II-5

52. We note the filing does not include the signature of your
controller or principal accounting officer.  Please include this
signature.  If John Vilagi, the principal financial officer, also
serves as the controller or principal accounting officer, his
signature should be captioned as such in your amended filing.  See
Instructions 1 and 2 to the Signatures section of Form SB-2.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  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 Act of 1933
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 rela