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                            February 11, 2022

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

                                                        Re: Smart for Life,
Inc.
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed February 10,
2021
                                                            File No. 333-261699

       Dear Mr. Zackon:

             We have reviewed your amended 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 amending your registration
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 registration 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
February 8, 2022 letter.

       Amendment 4 to Form S-1 filed on February 10, 2022

       Risk Factors, page 25

   1.                                                   We note your response
to prior comment 4. Please expand your second risk factor
                                                        to disclose the
estimated financing expense you expect to recognize when the future
                                                        equity agreement shares
are issued upon consummation of this IPO (page 13). Absent
                                                        such disclosure,
investors may be surprised by a material charge in the period of the
                                                        IPO. Disclose also how
such amount was determined. A corresponding disclosure in
                                                        MD&A would be
appropriate.
       Financial Statements
       Note 3, page F-10
 Ryan F. Zackon
Smart for Life, Inc.
February 11, 2022
Page 2
2.     Please expand your newly added restatement disclosures to fully explain
the $1,058,460
       reduction in general & administrative expenses shown on page F-11. It is
not clear why
       this expense category was impacted given that the error is described as
impacting
       amortization expense and financing costs. Also, if the errors were all
non-cash
       adjustments, please explain the material change in your reported
operating cash flow.
       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
Tyler Howes at 202-551-3370 or Laura Crotty at 202-551-7614 with any other
questions.



                                                          Sincerely,
FirstName LastNameRyan F. Zackon
                                                          Division of
Corporation Finance
Comapany NameSmart for Life, Inc.
                                                          Office of Life
Sciences
February 11, 2022 Page 2
cc:       Louis A. Bevilacqua, Esq.
FirstName LastName