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 |
