SecProbe.io

March 2, 2020
Adam Green
Chief Executive Officer
Smart Decision, Inc.
1825 Corporate Boulevard NW, Suite 110
Boca Raton, FL 33431
Re:Smart Decision, Inc.
Offering Statement on Form 1-A
Post-Qualification Amendment No. 4
Filed February 20, 2020
File No. 024-10822
Dear Mr. Green:
            We have reviewed your amendment 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.
Post-Qualification Amendment to Form 1-A
Summary, page 2
1.Please disclose in the summary that you are still developing an algorithm for CBD
products and that you have not generated any revenue. Briefly discuss how you intend to
generate revenues but that there can be no assurance you will ever develop
a marketable product or generate revenues.
General
2.We note section 16 of your bylaws contains a mandatory arbitration provision. Please
revise your offering statement to:

•Describe the mandatory arbitration provision, including how it will impact your
investors, identifying the relevant forum for arbitration and clarifying whether or

 FirstName LastNameAdam Green
 Comapany NameSmart Decision, Inc.
 March 2, 2020 Page 2
 FirstName LastName
Adam Green
Smart Decision, Inc.
March 2, 2020
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not arbitration is the exclusive means of resolving disputes between the company and
its shareholders;

•Describe any questions as to enforceability of each such provision under federal and
state law;

•Clarify whether this provision applies to claims under the federal securities laws and
to claims other than in connection with this offering; and

•Clarify whether purchasers of interests in a secondary transaction would be subject to
mandatory arbitration.

To the extent the provision applies to federal securities law claims, please revise the
disclosure to state that, by agreeing to such provision, investors will not be deemed to
have waived the company's compliance with the federal securities laws and the rules and
regulations thereunder.
3.Section 15 of your bylaws identifies Wyoming as the exclusive forum for adjudication of
disputes.  Please revise your offering statement to disclose whether this provision applies
to actions arising under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If the provision applies to Securities
Act claims, please also revise your offering statement to clarify the relevant forum and to
include related risk factor disclosure, and to state that there is uncertainty as to whether a
court would enforce such provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.
4.Please provide the financial statements required by Part F/S of Form 1-A.

 FirstName LastNameAdam Green
 Comapany NameSmart Decision, Inc.
 March 2, 2020 Page 3
 FirstName LastName
Adam Green
Smart Decision, Inc.
March 2, 2020
Page 3
            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 Matthew Derby, Staff Attorney at (202) 551-3334 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Higley, Esq.