Omni-Channel retail represents a new form of retail that integrates elements of online and offline retail into one seamless experience. By many deemed as the future of retail, it is only a matter of time until this concept steps foot into Indonesia. This research intends to find and discover factors that will be able to influence the implementation of Omni-Channel retail specifically in cities with high internet population in Indonesia. This research looks at five elements in Smart Retail in particular which are Organization, People, Economy, Technology and Market Structure. The study is of a qualitative nature and utilizes Classical Grounded Theory as its research design. 12 participants categorized as consumers from Jakarta, Surabaya and Bandung, Online and offline retailers as well as organizations such as idEA and KOMINFO participated in this research. This research resulted in seven core concepts that emerged during the course of the study. Core concepts such as Physical Stimulation, Leisure Shopping, Online Skepticism, Social Conformity Purchase, Value-driven Consumers, Omni-Channel Handicap and Government-Influenced Ecosystem are the core concepts that explains how various dynamics of Smart Retail like People, Organizations, Economy, Technology and Market Structure interact and is influenced by the environment faced in Indonesia. Future studies may focus on isolating scope of research specifically on one city in Indonesia or expanding it while also testing and expanding the frameworks discovered in this research.