SEC – ‘UPLOAD’ from 7/11/22 re: Smart RX Systems Inc. – ‘TEXT-EXTRACT’

On:  Monday, 7/11/22, at 10:30am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-7270

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     39K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     8K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

July 11, 2022         

Swatantra Rohatgi                                                 
President                                                         
Smart Rx Systems Inc.                                             
18540 N. Dale Mabry Highway                                       
Lutz, Florida 33548                                               

                                                    Re: Smart Rx Systems
Inc.                                                                            
                                                          Amendment No. 5 to
Offering Statement on Form 1-A                                                  
                                                           Filed June 21, 2022
                                                          File No. 024-11384

Dear Mr. Rohatgi:                                                 

       We have reviewed your amended offering 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 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.
Unless we note                                                                  
     otherwise, our references to prior comments are to comments in our June
6, 2022 letter.                                                                 

      Amendment No. 5 to Offering Statement on Form 1-A filed on June 21, 2022

Independent Auditor's Report, page F-3                            

1.                                                   Please have your     
independent accountant revise its report to remove all references to the        
                                                       accounting firm that is
not properly licensed.                                                          
Exhibits                                                          

2.                                                   Please have your     
independent accountant revise its consent (Exhibit 11.1) to include the         
                                                       appropriate name of the
individual who audited your financial statements and refer to the               
                                                       appropriate date of the
audit report.                                                                   
Swatantra Rohatgi                                                             
FirstName  LastNameSwatantra Rohatgi                                            
Smart Rx Systems  Inc.                                                          
Comapany                                                                        
July       NameSmart Rx Systems Inc.                                            
11, 2022                                                              
July 11,                                                                        
Page  2 2022 Page 2                                                             
FirstName LastName                                                              
3.       Please revise your Form 1-A to provide disclosures regarding your      
change in accountants                                                           
      similar to those referenced in Item 4 of Form 1-U. Also, provide, as
an Exhibit to the                                                               
Form 1-A, the letter regarding change in certifying accountant
referenced in Part III,                                                         
paragraph 9 of Item 17, to Form 1-A.                          
You may contact Patrick Kuhn at 202-551-3308 or Rufus Decker at   
202-551-3769 if you                                                             
have questions regarding comments on the financial statements and related       
matters. Please                                                                 
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any  
other                                                                           
questions.                                                                      

                                                  Sincerely,

                                                   Division of
Corporation Finance                                                             
                                                         Office of Trade &
Services                                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		7/11/22		UPLOAD
		6/21/22		1-A/A,  UPLOAD
		6/6/22		UPLOAD
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