0001683168-18-003301.txt : 20181108 0001683168-18-003301.hdr.sgml : 20181108 20181108154249 ACCESSION NUMBER: 0001683168-18-003301 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20181108 DATE AS OF CHANGE: 20181108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Smart Decision, Inc. CENTRAL INDEX KEY: 0001734669 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 823182235 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-10822 FILM NUMBER: 181169511 BUSINESS ADDRESS: STREET 1: 1825 NW CORPORATE BLVD., SUITE 110 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 877-267-6278 MAIL ADDRESS: STREET 1: 1825 NW CORPORATE BLVD., SUITE 110 CITY: BOCA RATON STATE: FL ZIP: 33431 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001734669 XXXXXXXX 024-10822 Smart Decision, Inc. WY 2017 0001734669 7373 82-3182235 2 2 1825 CORPORATE BLVD. NW, SUITE 110 cel 561-401-1918 BOCA RATON FL 33431 877-267-6278 Frederick C. Bauman Other 4009.00 0.00 0.00 0.00 4009.00 12741.00 0.00 12741.00 -8732.00 4009.00 0.00 12066.00 0.00 -12107.00 -0.00 -0.00 Salberg & Company, P.A. Class A, $0.0001 par value 68400000 001734669 SDEC to be requested none 0 000000000 n/a none 0 000000000 n/a true true Tier2 Audited Equity (common or preferred stock) Y N Y Y N N 527500000 68400000 0.0100 5000000.00 275000.00 27500.00 0.00 5302500.00 Salberg & Company, P.A. 6500.00 John E. Lux, Esq. 25000.00 Various 2500.00 true CO NY Smart Decision, Inc. Common Stock, $0.0001 par value 68400000 0 $6840 based on $0.0001 par value, for employment compensation and for cash. Exempt from registration under 4(2) Securities Act and Rules promulgated thereunder. PART II AND III 2 smart_1apos-110818.htm PART II AND III

PART II AND III

Post-Qualification Offering Circular Amendment No. 1

File No. 024-10822

EXPLANATORY NOTE

This Post-Qualification Amendment No.1 to Form 1-A (this “Post-Qualification Amendment”) is being filed by Smart Decision, Inc. solely for the purpose of amending and providing Exhibit 12.1. Accordingly, this Post-Qualification Amendment consists only of Part I, this Explanatory Note, Part III, the signature page, and the amended exhibit. The Offering Circular is unchanged and has therefore been omitted.

PART III—EXHIBITS

Index to Exhibits

Exhibit
Number	Exhibit Description

2.1*	Amended and Restated Articles of Incorporation
2.2 **	Bylaws
3.1*	Specimen Stock Certificate
4.1 ***	Form of Subscription Agreement
6.4*	Employment Agreement of Adam Green
6.5*	Employment Agreement of Eric Gutmann
6.6 **	GPL Loan Agreement due December 14, 2018
6.7 **	GPL Loan Agreement due March 22, 2019
6.8 **	Gutmann Note due November 11, 2019
6.9 **	Study of home improvement store customers
6.10 **	Minivest Agreement
11.1	Consent of Bauman & Associates Law firm (included in Exhibit 12.1)
11.2 ***	Consent of Salberg & Co, P.A.
12.1	Opinion of Bauman & Associates Law firm
99.1*	Patent
99.2*	Patent Application

* Previously filed with the Company’s Form 1-A filed with the SEC on March 23, 2018.

**Previously filed with the Company’s Form 1-A Amendment filed with the SEC on July 12, 2018.

*** Previously filed with the Company’s Form 1-A Amendment filed with the SEC on July 31, 2018.

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on November 8, 2018.

	Smart Decision, Inc.

	By:	/s/ Adam Green
		Name: Adam Green
		Title: Chief Executive Officer (Principal Executive Officer)

This Post-Qualification Amendment No. 1 to Form 1-A has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date

/s/ Adam Green	Chief Executive Officer (Principal Executive Officer).	November 8, 2018
Adam Green

/s/ Eric Gutmann	Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer).	November 8, 2018
Eric Gutmann

III-2

EX1A-12 OPN CNSL 3 smart_1apos-ex1201.htm LEGAL OPINION

Exhibit 12.1

BAUMAN & ASSOCIATES LAW FIRM
FREDERICK C. BAUMAN

Attorney-at-Law

Nevada Bar No. 8370

6440 Sky Pointe Dr., Ste 140-149

Las Vegas, NV 89131 U.S.A.
www.lawbauman.com

(702) 533-8372

(800) 991-8697

fred@lawbauman.com

October 16, 2018

Board of Directors

Smart Decision, Inc.

1825 Corporate Blvd. NW, Suite 110

Boca Raton, FL 33431

Gentlemen:

I have acted, at your request, as special counsel to Smart Decision, a Wyoming corporation, ("Smart Decision") for the purpose of rendering an opinion as to the legality of (1) 500,000,000 shares of Smart Decision' common stock, par value $0.0001 per share to be offered and distributed by Smart Decision (the "Shares"), and (2) 27,500,000 shares of Smart Decision common stock, par value $0.0001 per share to be offered by selling shareholders, pursuant to an Offering Statement under Regulation A of the Securities Act of 1933, as amended, by Smart Decision with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A (SEC File No. 024-10822) as amended, for the purpose of registering the offer and sale of the Shares ("Offering Statement").

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion including, without limitation: (i) the Offering Statement and related offering circular; (ii) the Articles of Incorporation and Bylaws of the Company, each as amended to date; (iii) the resolutions adopted by the Board of Directors of the Company or authorized committees thereof (either at meetings or by unanimous written consent) authorizing the issuance and sale of the Shares pursuant to the terms of the Offering Statement, including to establish the sale price of the Shares; and (iv) such other documents and records and matters of law as we have deemed necessary or appropriate for purposes of this opinion. In our examination of such documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and paid for in the manner described in the Offering Statement, will be duly authorized, validly issued, fully paid and non-assessable.

With regard to those shares that are being registered for resale. such shares that are already outstanding and fully paid. These shares to be offered by selling shareholders are legally issued, fully paid and non-assessable.

Page 2

The opinions expressed herein are limited to the laws of the General Corporation Law of the State of Wyoming and the laws of the State of Nevada, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Securities Act, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof and we specifically disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting such opinions.

We hereby consent to the filing of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to our firm under the caption "Legal Matters" in the offering circular constituting a part of the Offering Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

Very truly yours,

BAUMAN & ASSOCIATES LAW FIRM

By: /s/ Frederick C. Bauman

Frederick C. Bauman