United States securities and exchange commission logo





                            November 21, 2023

       Diana Vasylenko
       Director
       E-Smart Corp.
       7311 Oxford Ave
       Philadelphia, PA 19111

                                                        Re: E-Smart Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed October 25,
2023
                                                            File No. 333-275161

       Dear Diana Vasylenko:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Form S-1 filed October 25, 2023

       Cover page

   1.                                                   On page 9 you indicate
that you are not a    shell Company    within the meaning of Rule
                                                        405 because you have
developed a business plan and real business operations. However,
                                                        on page 24 you state
that you have not meaningfully commenced your proposed business
                                                        operations and will not
do so until we have completed this offering. You appear to be a
                                                        shell company as
defined in Rule 405, because you appear to have no or nominal
                                                        operations and no or
nominal assets. As such, you should disclose that you are a shell
                                                        company on your
prospectus cover page and add a risk factor that highlights the
                                                        consequences of shell
company status and revise your risk factor disclosure accordingly.
   2.                                                   On page 2 you indicate
that you intend to apply to be traded on OTCQB, or OTCQX
                                                        markets. On page 18 we
note references of your intentions to apply to have the company's
                                                        shares quoted on the
OTC Bulletin Board. Please remove all references to the OTCBB as
                                                        FINRA ceased operation
of the OTCBB on November 8, 2021. See FINRA Regulatory
                                                        Notice 21-38.
 Diana Vasylenko
FirstName LastNameDiana Vasylenko
E-Smart Corp.
Comapany 21,
November  NameE-Smart
              2023      Corp.
November
Page 2    21, 2023 Page 2
FirstName LastName
Prospectus Summary, page 7

3.       We note your disclosure here that masters interested in joining your
platform should
         contact you through your designated contacts and apply for inclusion
in the database.
         With the first reference to masters, please define the term master.
Additionally, since you
         note that masters may apply for inclusion in the database, describe
the criteria by which
         applicants are measured, and whether you have had any applicants to
date.
Risk Factors
"We may have limited abilities to compete against our competitors.", page 13

4.       We note your disclosure on page 13 that "Notable competitors in our
market include
         Tattoo life, TATTOODO, TattooSocienty, TattoosAI.    Please revise
your disclosure to
         fully describe your competitive position with respect to each of your
products. For
         example, compare the specifications and search engine capabilities of
your software with
         the technology of its competitors. To the extent that you compare your
performance
         relative to competitors, please revise to specify the products or
procedures to which you
         are comparing your products. We note, for instance, that for some of
the competitive
         strengths you list on page 28, such as that E-Smart   s competitive
strengths lie in its
         comprehensive platform, time-saving features, AI technology
integration, information and
         inspiration resources, enhanced user experience, API offering, and
focus on
         professionalism and security, it is not clear to which other
procedures you are comparing
         your product or to what extent you have knowledge of the research and
development
         efforts of your competitors. Additionally, please explain to us how
you determined that
         these comparisons accurately reflect the current state of the
competitive technology. We
         also note that a significant majority of the companies you identified
as competitors have
         significantly larger client bases and longer operating histories than
you. Please convey
         additional information regarding your status relative to your
competitors to provide
         evidence for your claim that you have a competitive advantage.
Additionally, explain why
         you believe such comparison is useful for investors.
Description of Business, page 31

5.       With respect to your objective of becoming a leader in the tattoo
industry by offering your
         AI textual tattoo idea generator via an API, provide appropriate
context to investors
         concerning what must be accomplished for you to become the leader. For
example, if
         revenue growth, product expansion or other achievements are necessary
to be the leader,
         please discuss this in quantitative terms.

6.       Please revise your discussion of AI integration into your products to
clarify whether you
         utilize third-party open-source AI algorithms, and how they are used
in your products. In
         addition, provide risk factor disclosure addressing potential
copyright or other risks
         associated with AI generated content in the tattoo space.
 Diana Vasylenko
E-Smart Corp.
November 21, 2023
Page 3
7.       Please revise this section to more clearly differentiate which aspects
of your business are
         aspirational and which have actually been implemented. In addition,
clarify whether you
         have entered into any agreements with any tattoo artists or connected
any potential tattoo
         customers to artists and the terms of those agreements. To the extent
you have not, please
         revise as appropriate. Finally, we note that your monetization
strategy includes offering an
         API for the AI textual tattoo idea generator. Please revise to clarify
how you intend to
         generate revenue from such an API and any other planned revenue
streams.
8.       Please revise your disclosure to describe in more detail your plan of
operations for the
         next 12 months. In this regard, please disclose any significant steps
that must be taken or
         any significant future milestones that must be achieved in order to
accomplish your
         objectives, including your anticipated timeline and expenditures for
these events. Ensure
         that you have consistently described throughout your document the
businesses that you
         plan to pursue, the extent to which you have any revenue or products,
and the nature of
         your current assets.
9.       Please provide support for your disclosure that E-Smart incorporates
cutting-edge AI
         technology into its platform. To the extent any such assertions are
management   s belief,
         please clarify.
Report of Independent Registered Public Accounting Firm, page F-1

10.      We note that your PCAOB registered public accounting firm is located
in Lagos, Nigeria
         and that your operations are in the U.S. and Europe. Please tell us
whether your
         accounting firm relied on the work of another auditor and the extent
to which Olayinka
         Oyebola & Co. performed audit procedures.
Statement of Operations, page F-3

11.      Please clarify in the heading that the statement of operations covers
the period from June
         6, 2023 (Inception) to August 31, 2023.
Statement of Cash Flows, page F-5

12.    Please explain your line item "Shares issued for related party debt
conversion" for
       $4,500. This description does not agree with your description in the
statement of changes
       in stockholders' equity, which states "Common shares issued for cash"
for $4,500. Also,
FirstName LastNameDiana Vasylenko
       referring to your basis in accounting literature, tell us why you
believe this transaction
Comapany    NameE-Smart
       should  be recorded Corp.
                            in cash flows from operating activities. Tell us
how you consider ASC
       230-10-50-3
November    21, 2023 to 50-6.
                      Page 3
FirstName LastName
 Diana Vasylenko
FirstName LastNameDiana Vasylenko
E-Smart Corp.
Comapany 21,
November  NameE-Smart
              2023      Corp.
November
Page 4    21, 2023 Page 4
FirstName LastName
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page F-6

13.      On page F-6 you state, "The accompanying unaudited condensed financial
statements
         have been prepared in accordance with the rules and regulations
(Regulation S-X) of the
         Securities and Exchange Commission (the    SEC   ) and with the
instructions to Form 10-
         Q. Accordingly, they do not include all of the information and
footnotes required by
         generally accepted accounting principles for complete financial
statements." Please
         explain why this statement contradicts other disclosure in your
filing. For example, on
         page F-1 your independent registered public accounting firm represents
that these
         financial statements are audited. Also, you reference Form 10-Q and
state information
         and footnotes required by generally accepted accounting principles are
not included.
         Revise accordingly.
Notes to the Financial Statements, page F-6

14.      Explain why you do not have income tax expense recorded in your
statement of
         operations. Provide disclosure in accordance with ASC 740-10-50.
General

15.      We note that your bylaws state that the election of directors will
take place at the annual
         meeting of the stockholders of the corporation and directors shall be
elected by a plurality
         of the votes cast by the shares entitled to vote in the election.
Given that you are currently
         owned by a single stockholder, please disclose whether there will be
new directors
         nominated and voted upon at the next annual meeting.
16.      We note your disclosure on page F-9 that that as a result of the
Company   s management
         operating in Europe, some of the Company   s transactions occurred in
Euros. However, we
         found no mention of your operations in Europe elsewhere in the
prospectus. Please
         disclose the international markets that you operate in or intend to
target. To the extent you
         continue to have operations in Europe, you should revise to discuss
the commensurate
         laws and regulations related to the sale of your products in such
jurisdictions and if
         applicable, any risks and consequences to the company associated with
those laws and
         regulations.

17.      Please supplementally 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.
18.      We note that section 12.2 of your corporate bylaws identifies Nevada
courts as the sole
         and exclusive forum for " any derivative action or proceeding brought
on behalf of the
         Corporation". Please include a risk factor disclosing whether this
provision applies to
         actions arising under the Securities Act or Exchange Act. In this
regard, we note that
 Diana Vasylenko
E-Smart Corp.
November 21, 2023
Page 5
       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 and Section 27 of the Exchange Act of
1934 provides that
       the federal courts have exclusive jurisdiction of Exchange Act claims.
If the provision
       applies to Securities Act claims, please also revise your proxy
statement/prospectus to
       state that there is uncertainty as to whether a court would enforce such
provision. Please
       also ensure that the exclusive forum provision in your bylaws is
consistent with your
       revised disclosure.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-3334 with
any other
questions.



                                                             Sincerely,
FirstName LastNameDiana Vasylenko
                                                             Division of
Corporation Finance
Comapany NameE-Smart Corp.
                                                             Office of
Technology
November 21, 2023 Page 5
cc:       Devin Bone
FirstName LastName