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                             October 19, 2022

       Massimo Barone
       Chief Executive Officer
       SmartCard Marketing Systems Inc.
       20C Trolley Square
       Wilmington, DE 19806

                                                        Re: SmartCard Marketing
Systems Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted October
4, 2022
                                                            CIK No. 0000900475

       Dear Massimo Barone:

             We have reviewed your amended 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.

       Amendment No. 1 to Draft Registration Statement on Form S-1 sumitted
October 4, 2022

       XPay Worldwide Overview, page 13

   1.                                                   We note your additional
disclosure in response to our comment 7. Please augment your
                                                        introductory paragraph
before the table to explain what the table represents. Please draft
                                                        your disclosure in a
manner to avoid industry terms or jargon so a reader not familiar with
                                                        your industry can
understand your disclosure.
 Massimo Barone
FirstName
SmartCard LastNameMassimo    Barone
           Marketing Systems Inc.
Comapany
October 19,NameSmartCard
            2022          Marketing Systems Inc.
October
Page 2 19, 2022 Page 2
FirstName LastName
Notes to the Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Revenue Recognition, page F-8

2.       Please describe your revenue recognition policy in greater detail and
ensure your revise
         disclosure is specific as to the timing and nature of your performance
obligation(s), rather
         than describing them generally. Refer to ASC 606-10-50.
General

3.       We note your response to comment 19. It remains unclear how no cost of
revenue was
         recorded in 2021 and 2020. Please tell us how it is possible to have
no costs that are
         directly attributable to each of your revenue streams. Refer to Rule
5-03.2 of Regulation
         S-X.
       You may contact Patrick Kuhn at 202-551-3308 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Dietrich King at 202-551-8071 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services