United States securities and exchange commission logo





                                September 14, 2021

       Ryan F. Zackon
       Chief Executive Officer
       Smart for Life, Inc.
       990 Biscayne Blvd., Suite 503
       Miami, FL 33132

                                                        Re: Smart for Life,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
13, 2021
                                                            CIK No. 0001851860

       Dear Mr. Zackon:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note that you intend
to apply to list your common stock on the Nasdaq Capital
                                                        Market. Please revise
to state whether such listing is a condition of the offering. If such
                                                        listing is not a
condition of the offering, discuss the liquidity implications for participants
                                                        in the offering.
   2.                                                   Please revise to state
whether you intend to apply for listing of the Series B Convertible
                                                        Preferred Stock being
registered.
   3.                                                   On the Resale
Prospectus cover page, please revise to disclose the fixed price at which the
                                                        selling stockholders
will offer and sell shares until the company's shares are listed on
 Ryan F. Zackon
FirstName  LastNameRyan    F. Zackon
Smart for Life, Inc.
Comapany 14,
September  NameSmart
                2021   for Life, Inc.
September
Page 2     14, 2021 Page 2
FirstName LastName
         Nasdaq Capital Market, at which time they may be sold at prevailing
market prices or in
         privately negotiated transactions. Refer to Item 501(b)(3) of
Regulation S-K.
Our Business Model, page 1

4.       Please balance your disclosure related to your growth plans by
discussing your current
         condition as it relates to your ability to finance the acquisitions
described. Please also
         revise to disclose that there is no guarantee that you will be able to
acquire additional
         businesses under the terms outlined in this section or that you will
be able to find
         additional acquisition candidates should you terminate your plans for
any of your current
         acquisition targets.
Prospectus Summary, page 1

5.       Please provide us with the basis for your statements here and in the
Business section that
         you are engaged in the development of "world-class," nutritional
products and next-
         generation delivery technologies that "will lead the industry," and
that the Smart for
         Life   brand of products, is a "premier" natural health and wellness
meal replacement
         product. Please also tell us how you determined that Bonne Sant
Natural Manufacturing
         is one of the leading nutraceutical contract manufacturers in the
United States.
         Alternatively, please remove this disclosure.
Acquisition of Bonne Sante Natural Manufacturing, page 2

6.       Please revise to identify the approximate number of companies for
which Bonne Sant
         Natural Manufacturing manufactures nutritional products.
Our Opportunity, page 2

7.       Please explain what functional foods are the first time the term is
used. Please also revise
         to explain the direct correlation referred to at the end of this
section and provide the basis
         for this statement.
Proposed Acquisition of Nexus, page 2

8.       It appears that the $3,380,000 purchase price is significant to your
historical financial
         statements. Please provide us with the financial statement
significance calculations
         referenced in Article 8-04 of Regulation S-X.
Industry and Market Data, page 7

9.       You state that you have not independently verified market and industry
data from third-
         party sources nor have you ascertained the underlying economic
assumptions relied upon
         therein, and that you believe your internal research is reliable, even
though such research
         has not been verified by any independent sources. You also caution
potential investors
         not to give "undue weight" to such estimates. These statements appear
to imply a
         disclaimer of responsibility for this information in the registration
statement. Please note
 Ryan F. Zackon
FirstName  LastNameRyan    F. Zackon
Smart for Life, Inc.
Comapany 14,
September  NameSmart
                2021   for Life, Inc.
September
Page 3     14, 2021 Page 3
FirstName LastName
         that you are responsible for the entire contents of the registration
statement. Please either
         revise this section to remove such implication or specifically state
that you are liable for
         all information in the registration statement.
The Offering, page 8

10.      We note your disclosure on page 10 regarding the number of shares of
your common
         stock to be outstanding immediately following this offering that is
used throughout the
         prospectus. Please tell us why you have excluded shares of your stock
that underlie
         warrants being registered on this Registration Statement and shares of
common stock that
         are issuable by the conversion of other of your securities upon
closing of this offering.
Unaudited Condensed Combined Financial Information, page 13

11.      Please disclose any gains or losses that are included in the pro forma
financial statements
         which you expect to be non-recurring. In this regard, we note the
$709,000 Paycheck
         Protection Program loan forgiveness referenced on page 51. See Article
11-02(a)((11)(i)
         of Regulation S-X.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 15

12.      We note that you present a pro forma condensed balance sheet as of
December 31, 2020.
         You should only present a pro forma balance sheet as of the end of the
most recent period
         for which a consolidated balance sheet of the registrant is required,
which in your case is
         June 30, 2021. Please revise to remove your pro forma balance sheet as
of December 31,
         2020. Refer to Rule 8-05(b) and 11-02(c) of Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Six
Months Ended
June 30, 2021, page 16

13.      Please explain to us why you did not include a pro forma earnings per
share calculation
         here and on page 17 within your pro forma condensed consolidated
statement of
         operations and the related pro forma footnote disclosures. See Article
11-02(a)(9) of
         Regulation S-X.
14.      Please explain to us why you have not reflected any pro forma
adjustments to reflect
         the tax impact of the pro forma adjustments. See Article 11-02(b)((5)
of Regulation S-X.
Note 2. Consideration Transferred, page 17

15.      We note that you paid $6 million in cash as part of the consideration
for the acquisition
         of Doctors Scientific Organica. Please revise your pro forma condensed
combined
         balance sheet as of June 30, 2021 on page 14 to reflect the cash being
issued as part of the
         consideration for this transaction or alternatively please explain why
this adjustment is not
         necessary.
 Ryan F. Zackon
FirstName  LastNameRyan    F. Zackon
Smart for Life, Inc.
Comapany 14,
September  NameSmart
                2021   for Life, Inc.
September
Page 4     14, 2021 Page 4
FirstName LastName
Note 3. Purchase Price Allocation, page 18

16.      We note that you allocated $9,604,546 of the purchase price to
intangible assets. Please
         revise to explain the nature of the intangible assets acquired, the
estimated amounts
         attributable to each intangible asset acquired, how you determined the
fair value of the
         intangible assets, and the expected amortization period for each
intangible asset. See also
         the disclosures required by Article 11-02(a)(11)(ii)(B) of Regulation
S-X. Note also that
         the merger contract must be filed as an exhibit.
17.      Further to the above, please explain why you did not adjust your pro
forma condensed
         statement of operations for the six months ended June 30, 2021 and for
the year ended
         December 31, 2020 presented on pages 16 and 17, respectively, for any
amortization
         associated with these intangible assets. See Article
11-02(a)((6)((i)(B) of Regulation S-X.
Use of Proceeds, page 40

18.      We note that you intend to use a portion of the net proceeds of this
offering to pay off all
         debt that you owe to various note holders and term loan holders.
Please expand to
         disclose the amount outstanding under those agreements as of the
latest practicable date
         and the interest rate and maturity dates of all such indebtedness.
Additionally, if any of
         the indebtedness was incurred within the last year, describe the use
of the proceeds of
         such indebtedness. Refer to Instruction 4 to Item 504 of Regulation
S-K for guidance.
19.      We note your disclosure on page 22 that you have four planned
acquisitions currently in
         your M&A pipeline. If any of the proceeds of this offering will be
used, either directly or
         indirectly, to finance these planned acquisitions, expand your
disclosure in this section
         to identify such businesses, if known, or, if not known, identify the
nature of the
         businesses to be sought, the status of any negotiations with respect
to the acquisition, and
         provide a brief description of such business.. Refer to Instruction 6
to Item 504 of
         Regulation S-K for guidance.
Capitalization, page 42

20.      Please reconcile the $7,313,497 of long-term debt as of June 30, 2021
disclosed in
         your capitalization table to the $7,052,333 of long-term debt
disclosed on pages F-3 and
         F-12 as of June 30, 2021.
21.      Please reconcile the $13,052,333 of pro forma long-term debt as of
June 30,
         2021 disclosed in your capitalization table to the $13,389,875 of pro
forma long-term debt
         disclosed on page 14 as of June 30, 2021.
Dilution, page 44

22.      If materially different, please provide a table comparing the total
number of
         shares purchased, total consideration paid and price paid per share by
participants in this
         offering and the effective cash cost to officers, directors, promoters
and affiliated persons
 Ryan F. Zackon
FirstName  LastNameRyan    F. Zackon
Smart for Life, Inc.
Comapany 14,
September  NameSmart
                2021   for Life, Inc.
September
Page 5     14, 2021 Page 5
FirstName LastName
         for shares acquired by them.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 48

23.      Please revise your discussion of revenues throughout this section to
discuss, and where
         possible quantify, the changes in your revenues resulting from changes
in prices, changes
         in volume or a combination of both items. Please refer to Item 303 and
the related
         instructions in Regulation S-K as well as SEC Interpretive Release No.
33-8350.
Liquidity, page 52

24.      For each entity and for each period presented, please explain material
financial statement
         variances that impacted liquidity i.e. receivables, inventories, and
debt and equity
         issuances. See Section 501.03 of the Financial Reporting Codification.
Corporate Structure, page 58

25.      Please revise to provide diagrams depicting your organizational
structure currently and as
         anticipated immediately following the closing of the offering. The
diagrams
         should reflect (i) the current and expected ownership interests of the
selling stockholders,
         any other holders of your common stock and public investors, and (ii)
ownership interests
         in your operating subsidiaries. Additionally, please tell us why it is
proper to
         include Nexus Offers, Inc. in your current corporate structure when
you have not closed
         the transaction.
Business
Our Industry, page 59

26.      Please balance your disclosure in this section by describing the
categories into which your
         products and services fall and your market position across relevant
product categories, or
         the nutraceutical industry in general, based on the data and
information you rely upon.
Our Operating Segments, page 61

27.      Please expand your disclosure to describe for each operating segment
the products you
         offer, the performance of those products or product categories and the
channels through
         which you sell and distribute your products.
Sales and Marketing, page 63

28.      Please describe the material terms of your agreement with Jen Selter
and file the
         agreement as an exhibit to your registration statement, or advise.
Refer to Item 601(b)(10)
         of Regulation S-K for guidance.
 Ryan F. Zackon
FirstName  LastNameRyan    F. Zackon
Smart for Life, Inc.
Comapany 14,
September  NameSmart
                2021   for Life, Inc.
September
Page 6     14, 2021 Page 6
FirstName LastName
Employees, page 66

29.      Please expand your disclosure to include a description of your human
capital
         resources, including any human capital measures or objectives that you
focus on in
         managing your business. Refer to Item 101(c)(2)(ii) of Regulation S-K
for guidance.
Management, page 69

30.      We note your disclosure that Messrs. Cohen, Rein and Wood have agreed
to become
         members of your board of directors effective automatically upon the
effectiveness of the
         registration statement. Please file their written consents to be named
director
         appointees as exhibits. Refer to Rule 438 of the Securities Act.
Current Relationships and Related Party Transactions
Transactions with Related Persons, page 79

31.      Please revise to disclose the following:
             the name of the company controlled by your chairman with which you
have a
             management services agreement;
             the name of the non-consolidating company from which Doctor
Scientific Organica
             rents its operating facility and the name of its former sole
member. Additionally,
             disclose the amount of rent paid in 2021 through the latest most
practicable date;
             the name of its prior sole member and the entities related to its
prior sole member that
             Doctor Scientific Organica has provided advances to and received
advances from.
             Additionally, for the period during which disclosure is provided,
identify the amounts
             of the advances, the largest aggregate amount of principal
outstanding and the
             amount thereof outstanding as of the latest practicable date;
             the names of the companies that are considered related parties to
which Doctor
             Scientific Organica sells its products. Additionally, disclose the
aggregate amount of
             such sales and the accounts receivable due for sales that occurred
in 2021 through the
             latest most practicable date.
         Refer to Item 404(a) of Regulation S-K for guidance.
Promoters and Certain Control Persons, page 79

32.      We note that your Executive Chairman, Alfonso J. Cervantes, Jr., may
be deemed a
         promoter. Please revise to disclose the amount of anything of value
received or to be
         received by Mr. Cervantes, directly or indirectly, from you and the
nature and amount of
         any assets, services or other consideration therefore received or to
be received by you.
         Refer to Item 404(c) of Regulation S-K for guidance.
Balance Sheets, page F-3

33.      Please provide a line item for Total stockholders    deficit.
 Ryan F. Zackon
FirstName  LastNameRyan    F. Zackon
Smart for Life, Inc.
Comapany 14,
September  NameSmart
                2021   for Life, Inc.
September
Page 7     14, 2021 Page 7
FirstName LastName
Financial Expense
Consolidated Statements of Income, page F-19

34.      It appears here and pages F-4, F-34, and F-46 that you are presenting
your expenses by
         function (general and administrative) and by nature (salaries and
wages). Please revise to
         your present your statement of operations consistently by function, or
tell us why no
         revision is necessary. See the analogous guidance in Article 5-03 of
Regulation S-X.
[Alternate Page for Resale Prospectus] - Selling Stockholders, page Alt-4

35.      Please identify any selling stockholder that is a registered
broker-dealer or an affiliate of a
         broker-dealer. Please note that a registration statement registering
the resale of shares
         being offered by a broker-dealer must identify the broker-dealer as an
underwriter if the
         shares were not issued as underwriting compensation. For a selling
stockholder that is an
         affiliate of a broker-dealer, your prospectus must state, if true,
that: (1) the seller
         purchased in the ordinary course of business; and (2) at the time of
purchase of the
         securities you are registering for resale, the seller had no
agreements or understandings,
         directly or indirectly, with any person, to distribute the securities.
If you are unable to
         make these statements in the prospectus, please disclose that the
selling stockholder is an
         underwriter. Please revise or advise.
36.      We note your disclosure that the Resale Prospectus includes an as-yet
unspecified number
         of shares of common stock to be issued under future equity agreements
with
         Brendan O   Neil and Ionic Ventures, LLC, pursuant to which you agreed
to issue to
         Mr. O   Neil and Ionic Ventures, LLC, a number of shares of common
stock equal to
         $1,454,167 and $1,163,333, respectively, divided by the initial public
offering price
         allocated to the common stock comprising a part of the unit sold in
your initial public
         offering. Please remove these shares from the Resale Prospectus as Mr.
O'Neil and Ionic
         Ventures, LLC do not appear to be irrevocably bound to purchase a set
number of
         securities for a set purchase price or advise. For guidance, consider
Question 139.11 of
         our Securities Act Sections Compliance and Disclosure Interpretations,
which can be
         found at https://www.sec.gov/corpfin/securities-act-sections.
Part II - Information Not Required In Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-2

37.      Please revise to furnish the information related to the following, or
advise:
             the warrant for the purchase of 1,292,445 shares of common stock
to Peah Capital,
             LLC that you issued on December 18, 2020 as described on page 84;
             the three convertible promissory notes you issued on February 25,
2021, May 10,
             2021 and July 1, 2021 described on page 87; and
             the future equity agreements described on page 87.
 Ryan F. Zackon
Smart for Life, Inc.
September 14, 2021
Page 8
General

38.    Please provide us with copies of all written communications, as defined
in Rule 405 under
       the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
       potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
       retain copies of the communications.
39.    We note the graphics that you have included following your Public
Offering prospectus
       cover page. The inclusion of these graphics is not appropriate as they
neither provide nor
       enhance relevant and meaningful disclosure that investors can use to
make an informed
       investment decision. You may include graphics depicting your company
logo or products;
       however, you may not include images presenting only the most favorable
aspects of your
       business, testimonials or marketing and advertising materials. Please
revise accordingly.
       Refer to Securities Act Forms Compliance and Disclosure Interpretation
101.02, which
       can be found at https://www.sec.gov/corpfin/securities-act-forms.
       You may contact Tara Harkins at 202-551-3639 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
David Gessert at 202-551-2326 or Ada D. Sarmento at 202-551-3798 with any other
questions.



                                                            Sincerely,
FirstName LastNameRyan F. Zackon
                                                            Division of
Corporation Finance
Comapany NameSmart for Life, Inc.
                                                            Office of Life
Sciences
September 14, 2021 Page 8
cc:       Louis A. Bevilacqua, Esq.
FirstName LastName