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United States securities and exchange commission logo
May 3, 2023
Yehor Rodin
President
Global-Smart.Tech Inc.
Kava b.b.
85320, Tivat, Montenegro
Re:Global-Smart.Tech
Amendment No. 1 to Registration Statement on Form S-1
Filed March 31, 2023
File No. 333-267740
Dear Yehor Rodin:
            We have reviewed your amended registration statement 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 2, 2022 letter.
Pre-effective amendment No. 1 to Form S-1 filed March 31, 2023
General
1.Please refer to comment 1.  We note that you have revised the financial statement index
on page 80 such that the notes to the annual financial statements begin on page F-6 before
continuing on page 87, and that the November 30, 2022 financial statements begin on a
second page F-1 with notes beginning on page 95.  Please revise your page numbers to be
sequential and follow a consistent pattern throughout the filing.
2.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations
including any material impact from the price volatility of crypto assets.

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Yehor Rodin
Global-Smart.Tech Inc.
May 3, 2023
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Cover Page
3.We note your response to comments 2 and 3.  Please revise your Cover Page to also
include the disclosures that you included elsewhere in your registration statement in
response to these comments.
Overview, page 10
4.We note your response to comment 5.  Please move the Glossary of Terms and
Abbreviations section to the beginning of your registration statement.
5.We note your response to comment 6 and reissue it in part.  Please identify, by name, all
of the crypto assets you intend to mine.  If true, revise this section to disclose that you
have no policy regarding when or how you will determine to sell your crypto assets.
Please revise your risk factors section to include a discussion of the risks related to this
lack of policy.  In addition, please provide more detail as to what the term "reasonable
time" means in this section, including who makes this determination and how it is
determined what a "reasonable time" is.
6.Please revise to describe, in detail, the process for how a customer will be able to transfer
their "crypto earnings in digital wallets of their preference."  Please revise your risk
factors section to include a discussion of the risks related to this action as well.
Risk Factors, page 15
7.We note your response to comment 8 and reissue our comment.  Please place this section
in front of the The Offering section.  Refer to Item 105(b) of Regulation S-K.
8.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
9.We note that you are located in Montenegro.  Describe any material risks you face from
unauthorized or impermissible customer access to your products and services outside of
Montenegro.  Describe any steps you take to restrict access of U.S. persons to your
products and services and any related material risks.
10.Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
11.Describe any material risks you face related to the assertion of jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets and crypto asset
markets.

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12.Describe any material risks related to safeguarding your, your affiliates’, or your
customers’ crypto assets. Describe any material risks to your business and financial
condition if your policies and procedures surrounding the safeguarding of crypto assets,
conflicts of interest, or comingling of assets are not effective.
13.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.
14.Describe any material financing, liquidity, or other risks you face related to the impact
that the current crypto asset market disruption has had, directly or indirectly, on the value
of the crypto assets you use as collateral or the value of your crypto assets used by others
as collateral.
15.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
We have a business plan which is dependent on the price of Bitcoin, Ether and/or other crypto-
assets, page 18
16.We note your response to comment 14 and reissue our comment in part.  Please provide
support for your assertion that, "based on the current trend in crypto-asset mining, we do
not anticipate any losses from our crypto asset mining operations in the nearest future."
17.We note your responses to comments 13 and 23.  Please provide more details in your
Summary, Risk Factors, and Description of Business section to better describe how
you have taken into consideration the Ethereum merge with respect to your business
model and how that has led you to decide to develop a platform to determine the most
profitable coins at a specific point of time for mining.  Please include a table in your
registration statement that includes a list of all of the coins you currently intend to market
at this time.  Also include a description of the policies and procedures you will follow
when deciding whether to add or subtract a coin from the list of coins that you seek to
mine.  Finally, include a discussion regarding the current profitability of proof-of-work
mining.
Our future success will depend upon the value of Bitcoin, Ether and other crypto-assets..., page
22
18.Please revise your disclosure that you will measure your crypto assets at fair value every
quarter, with realized and unrealized changes reflected in your income statement, to agree

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to your accounting policy disclosure for Digital Assets under note 3 to the November 30,
2022 financial statements on page 96.
Crypto-assets’ status as a “security,” a “commodity,” or a “financial instrument” in any relevant
jurisdiction..., page 35
19.We note the statements on page 35 that the legal test for determining whether a particular
crypto asset is a security "evolves over time" and that the "SEC’s views in this area have
evolved over time and it is difficult to predict the direction or timing of any continuing
evolution."  Please remove these statements as the legal tests are well-established by U.S.
Supreme Court case law and the Commission and staff have issued reports, orders, and
statements that provide guidance on when a crypto asset may be a security for purposes of
the U.S. federal securities laws.
Emerging Growth Company Status, page 45
20.Please remove the statement in the final bullet on page 45 that only two years of financial
data would be required in future filings as long as you remain an emerging growth
company.  Please refer to comment 18.
Common Stock, page 55
21.We note your disclosure referring to the applicable statutes of the State of Nevada for a
more complete description of the rights and liabilities of holders of your securities.  It
appears that you would be governed by Wyoming law rather than Nevada.  Please revise
this section as appropriate.
Description of Business, page 58
22.Please revise your disclosure to remove promotional language throughout this section and
provide support for your assertions.  For instance, as non-exclusive examples we note
your disclosure that "Our key strength is developing artificial intelligence which will
ensure proper monitoring of crypto-assets at the world's cryptocurrency exchanges in real-
time..." and "with our innovative strategic developments and commercial relationships, we
aim to efficiently maximize our operational advantages."  However, we note that you do
not appear to have commenced operations.  In addition, provide balancing language
throughout regarding the uncertainty surrounding the profitability of proof-of-work crypto
asset mining.
23.We note that you intend to develop software that will automatically switch to mining the
most profitable crypto assets at a given point in time.  Please revise to disclose whether
you have a policy for determining whether any of the crypto assets you intend to be able
to mine could be considered securities under U.S. federal securities laws.
24.Please revise throughout to more clearly explain your business plan and planned revenue
streams.  As part of your disclosure, include a more complete discussion regarding the

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following:
•whether you intend to offer support for consensus mechanisms other than proof-of-
work; and
•how your customer mining operations will operate, including how you intend to earn
revenue, how such contractual agreements will be structured, and your process for
onboarding new customers.
Mining Operations, page 62
25.We note your response to comment 24.  We further note your discussion regarding the
hash power of your hardware.  Please revise your disclosure to clarify which blockchain
you are assuming you will be mining to achieve those hash rates. For example, it is
unclear whether your purported 315 GH/s is based on mining Ethereum pre-merge, or if it
is a different protocol.
26.We note that you entered into a purchase agreement with Arvutikeskus OÜ.  Please revise
your disclosure to discuss the material terms of the agreement, including delivery
timeframes and termination provisions.
27.We note your disclosure that “[w]e plan to sell our mining power to our clients and use
free power to mine cryptocurrency in the company's interests.”  Please revise to explain in
greater detail what selling “mining power” entails and what "free power" means in this
context.
28.We note your disclosure throughout indicating that your business plan is predicated on
mining the most profitable crypto assets. Please revise to discuss the current profitability
for each of the coins you intend to mine and include a breakeven analysis that compares
your cost to mine a particular crypto asset with the value of that asset.
Legal Proceedings, page 65
29.We note your risk factor disclosure on page 24 stating "We are involved in litigation,
claims, and litigation arising in connection with our business activities, including disputes
with hardware and software suppliers."  Please revise this section to provide a materially
complete discussion of any legal proceedings you are a party to.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Investing Expenses, page 67
30.Please move the discussion of cash flows from investing activities from your Results of
Operations disclosure to the Liquidity and Capital Resources disclosure on page 69.

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Notes to the Financial Statements
3. Summary of Significant Accounting Policies
Foreign Currency, page 95
31.Please refer to comment 30.  Please address the following:
•Tell us why your functional currency is the U.S. dollar and not the E.U. euro when
you disclose on page 11 that your operations are in Montenegro and on page 67 that
all your mining equipment is located there.
•Tell us why you appear to have changed the classification of your foreign exchange
activity through May 31, 2022 presented in your interim financial statements without
revising your fiscal year financial statements. In this regard, we note that the equity
section of your May 31, 2022 balance sheet presented with your interim financial
statements is different from that in your audited May 31, 2022 balance sheet. Revise
your audited and interim financial statements to consistently present your foreign
exchange activity and remove the unaudited label from the May 31, 2022 balance
sheet included with your interim financial statements.
•Revise your policy disclosure to differentiate between foreign currency transaction
gains and losses and translation gains and losses.
Digital Assets, page 96
32.Please revise this policy note added in response to comment 28 to clarify that you assess
impairment of indefinite-lived intangible digital assets whenever carrying value exceeds
fair value.  If you instead assess impairment only on a regular basis (for example at 8:00
PM every day) tell us your consideration of the guidance in ASC 350-30-35-18Bc and 35-
18Be.
Revenue Recognition, page 97
33.Refer to your response to comment 29 and your added revenue recognition policy
disclosure. Please address the following:
•As you disclose here the "leasing of computing power" and in Note 1 the "services of
renting mining capacity," provide us a complete analysis explaining why accounting
under ASC 842 as a lessor is not required. In your response specifically tell us
whether you or your customer identify the digital assets to be mined.
•You disclose that newly generated coins earned by a crypto asset miner are generally
recognized as revenue.  Tell us whether this relates to coins earned by your customers
or to your own mining activities, and whether/how your accounting policy would be
different for coins mined on behalf of customers and coins earned from your own
activities.  Confirm for us whether the $14 of revenue recognized during the six
months ended November 30, 2022 relates to your own mining activities, the mining
activities of your customers, or from mining services provided for your customers.
•Provide us a complete accounting analysis substantiating your revenue recognition
under ASC 606 separately differentiating between mining on behalf of others

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(assuming that ASC 842 does not apply) and mining on your own behalf. In your
response, where appropriate, reference for us the