SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended: June 30, 2002
[ ] Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from________ to ______________.
Commission File Number: 000-30717
e-SMART TECHNOLOGIES, INC.
(Name of Small Business Issuer in its Charter)
Nevada 88-0409261
(State of Incorporation) (I.R.S. Employer Identification No.)
7225 Bermuda Road, Suite C, Las Vegas, Nevada 89119
(Address of Principal executive Office, including Zip Code)
(702) 447-5210
(Issuer's Telephone Number)
Check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common Stock, par value $.001 per share, 148,597,200 shares at June 30, 2002.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X]
e-SMART TECHNOLOGIES, INC.
FORM 10-QSB - QUARTERLY PERIOD ENDED JUNE 30, 2001
INDEX
Page
PART I FINANCIAL INFORMATION 2
Item 1. Financial Statements 2
Condensed Balance Sheets at June 30, 2002
and December 31, 2001 3
Condensed Statements of Operations
for the Six Months and Three Months Ended
June 30, 2002 and 2001 4
Condensed Statements of Stockholders' Equity
for the Period January 1, 2001 through June 30, 2002 5
Condensed Statements of Cash Flows
for the Six Months Ended June 30, 2002 and 2001 6
Notes to the Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis 9
Item 3. Controls and Procedures 11
PART II OTHER INFORMATION 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBITS 14
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited condensed balance sheets of e-Smart Technologies, Inc., (the
"Registrant"), at June 30, 2002, the audited condensed balance sheet at
December 31, 2001, and the unaudited condensed statements of operations,
stockholders' equity , and cash flows for the six month and three month
periods ended June 30, 2002 and June 30, 2001 follow. The unaudited condensed
financial statements reflect all adjustments that are, in the opinion of
management, necessary to render a fair statement of the results for the
interim periods presented.
e-SMART TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
[Unaudited]
99:
June 30, December 31,
2002 2001
Assets
Current assets -
Cash $ 7,450 $ 82
----------- -----------
Total current assets 7,450 82
Super Smart Card TM Technology 118,954 122,170
----------- -----------
Total assets $ 126,404 $ 122,252
----------- -----------
Liabilities and Shareholders' Equity
Current liabilities - $ -- $ --
----------- -----------
Total current liabilities -- --
----------- -----------
Shareholders' Equity -
Common Stock, par value $.001 per share,
300,000,000 authorized, 148,597,200 and
145,117,200 issued and outstanding,
respectively 148,597 145,117
Additional paid in capital 257,235 122,715
Retained equity (279,428) (145,580)
----------- -----------
Total shareholders' equity 126,404 122,252
----------- -----------
Total liabilities and shareholders' equity $ 126,404 $ 122,252
=========== ===========
See notes to condensed financial statements.
e-SMART TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
Six Months Ended Three Months Ended
June 30 June 30,
2002 2001 2002 2001
-------- -------- ----------- -----------
Revenue $ -- $ -- $ -- $ --
-------- -------- ----------- -----------
Expenses:
Research and development 20,000 -- -- --
Selling, general and
administrative 113,348 -- 109,920 --
-------- -------- ----------- -----------
Total operating expenses 133,348 -- 109,920 --
-------- -------- ----------- -----------
Loss before taxes (133,348) -- (109,920) --
Income tax 500 -- 250 --
-------- -------- ----------- -----------
Net loss $(133,848)$ -- $ (110,170) $ --
-------- -------- ----------- -----------
Net loss per common share -
basic and fully-diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
-------- -------- ----------- -----------
Weighted average number of
common shares outstanding 146,805,771 59,101,000 48,022,200 59,101,000
---------- ---------- ---------- ----------
See notes to condensed financial statements
e-SMART TECHNOLOGIES, INC.
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit) Total
Balance, January 1, 2001 59,101,000 $ 59,101 $ 3,075 $(2,944) $ 59,232
Issuance of shares
for services 16,016,200 16,016 119,640 -- 135,656
Issuance of shares
for technology 70,000,000 70,000 -- -- 70,000
Net loss -- -- -- (142,636) (142,636)
---------------------------------------------------
Balance, December 31,2001 145,117,000 $ 145,117 $122,715 (145,580) $122,252
---------------------------------------------------
(unaudited)
Balance January 1, 2002 145,117,000 $ 145,117 $122,715 (145,580) $122,252
Issuance of shares
for cash 1,080,000 1,080 19,920 -- 21,000
Issuance of shares
for services 2,400,000 2,400 114,600 -- 117,000
---------------------------------------------------
Net loss -- -- -- (133,848) (133,848)
---------------------------------------------------
Balance, June 30, 2002 148,597,200 $ 148,597 $257,235 $(279,428) $126,404
---------------------------------------------------
See Notes to condensed financial statements.
e-SMART TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
[Unaudited]
Six Months Ended June 30,
2002 2001
----------- -----------
Cash flows of operating activities
Net loss $ (133,848) $ --
Adjustments to reconcile net loss to net
cash used by operations:
Depreciation and amortization 3,216 --
----------- -----------
Net cash used by operating activities (130,632) --
----------- -----------
Cash flows of financing activities
Proceeds from sale of common shares 21,000 --
Services received for common shares 117,000 --
----------- -----------
Net cash provided by financing activities 138,000 --
----------- -----------
Net (decrease) increase in cash 7,368 --
Cash at beginning of period 82 631
----------- -----------
Cash at end of period $ 7,450 $ 631
=========== ===========
See notes to condensed financial statements.
e-SMART TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Results for the three month periods
ended June 30, 2002 and 2001, are not necessarily indicative of the results
that may be expected for the respective years ended December 31, 2002 and 2001.
The unaudited condensed financial statements should be read in conjunction
with the audited financial statements and related footnotes included in the
Registrant's Annual Report on Form 10-KSB for the fiscal years ended December
31, 2002 and December 31, 2001, supplemented by the notes included herein.
Such Annual Report on Form 10-KSB was the second Annual Report on Form 10-KSB
to be filed by the Registrant since present management assumed control of the
Registrant in December 2000. Prior thereto, the Registrant's last audited
financial statements were filed with the Registrant's Form 10-SB12G on May 30,
2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note 2 - Related Party Transactions
Common Ownership
Approximately 77% of the Registrant's outstanding common shares are owned by
IVI Smart Technologies, Inc., a Delaware corporation (the "Licensor"), that is
the sole owner of all of the Super Smart Card TM technology originally licensed
to the Registrant in 2000, and subsequently amended in 2001, for a 20-year
term for commercialization throughout Asia and the United States. The
Licensor's parent is Intermarket Ventures, Inc., a Utah corporation
("Ventures"). Mary A. Grace, the Registrant's President and Chief Executive
Officer, is a director, executive officer and principal stockholder of the
Licensor and Ventures. Tamio Saito, the Registrant's Chief Technology Officer,
is also an executive officer and principal stockholder of the Licensor and
Ventures. The Licensor and Ventures are in a position to materially influence
the direction of the Registrant, its efforts in raising the additional capital
critical to its success, and the strategies employed in commercialization of
the licensed technology, assuming the Registrant's business plan is ultimately
successful.
Note 3 - Going Concern
The Registrant's condensed financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business.
As shown in the accompanying financial statements, the Registrant's entire
working capital at June 30, 2002 was comprised of $7,450 of cash. In addition,
the Registrant has incurred an accumulated deficit from $(279,428)through June
30, 2002. The Registrant is dependent upon the efforts of the Licensor and
Ventures to raise proceeds from continued debt or equity placements to
sustain the research and development and ultimate commercialization of their
respective interests in the Super Smart Card TM technology. The Registrant's
ability to continue to receive this level of support from the Licensor and
Ventures is uncertain. The condensed consolidated financial statements do not
include any adjustments that might be necessary if the Registrant is unable to
continue as a going concern.
Administrative Proceeding
On December 12, 2003, the SEC commenced an Administrative Proceeding against
the Registrant seeking, inter alia, to interrupt public trading in the
Registrant's securities (the "Proceeding"). Pending a decision by the
Administrative Law Judge, Lillian A. McEwen (the "ALJ"), the Registrant agreed
to utilize its best efforts to prepare and file its Annual Report on Form
10-KSB for the two fiscal years ending December 31, 2003, on or before March
30, 2004.
However, and on March 4, 2004, Judge, published an Initial Decision in the
Proceeding. In her Initial Decision, the ALJ found that the Registrant failed
to make the required filings, as alleged, and therefore violated Exchange Act
Section 13(a) and Rules 13a-1 and 13a-13. In assessing sanctions, the ALJ
found that the Registrant's violations were not only recurrent but also
egregious, lasting over three years and continuing to the present. The ALJ
added that, although the Registrant represents that it intends to bring itself
into full compliance with the periodic reporting requirements no later than
March 31, 2004, this endeavor seems doomed. Because the ALJ was convinced that
the Registrant could not readily remedy its periodic reporting violations,
she concluded that a suspension would not sufficiently protect the investing
public. The ALJ, therefore, rendered a decision to revoke the Registrant's
registration. On March 30, 2004, the Registrant filed a Form 10-KSB covering
fiscal years ending on December 31, 2002 and 2003.
On March 23, 2004, the Registrant filed a petition with the SEC for review of
the ALJ 's decision. The Registrant's petition was granted on March 26, 2004.
On March 30, 2004, the Division of Enforcement asked that the ALJ's decision
be summarily affirmed pursuant to Rule of Practice 411(e). The Division also
moved for leave, under Commission Rule of Practice 410(d), to file a brief in
opposition to the Registrant's petition for review. By June 30, 2004, the
Registrant had filed all Form 10-QSB Quarterly Reports required to be filed
for the two years ended December 31, 2003. On May 17, 2004, the Registrant
timely filed its Form 10-QSB Quarterly report for the three months ended March
31, 2004.
On July 16, 2004, the SEC published an order wherein the Division of
Enforcement's motions for summary affirmance and for leave to file a brief in
opposition to the Registrant's petition for review were denied. On August 16,
2004, the Registrant timely filed its Form 10-QSB Quarterly Report for the
three and six months ended June 30, 2004. On September 8, 2004, the
Registrant filed an Annual Report on Form 10-KSB for the two years ended
December 31, 2002.
On October 12, 2004, the SEC ordered the administrative proceeding brought
against the Registrant remanded to the ALJ to afford her an opportunity to
reassess her sanctioning determination in light of the circumstances of this
case and the Registrant's subsequent filing of reporting record as outlined
above.
On December 13, 2004, the Registrant participated at a hearing before the ALJ.
At the hearing, and with a view towards resolving the matter through a Cease
and Desist Order pursuant to Section 21C of the Securities Exchange Act of
1934, as amended, the Registrant agreed to file its three Form 10-QSB
Quarterly Reports for the fiscal year ended December 31, 2002, its three Form
10-QSB Quarterly Reports for the fiscal year ended December 31, 2001, and its
Form 10-KSB Annual Report for the fiscal year ended December 31, 2000, on or
before January 14, 2005.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion contains forward-looking statements regarding the
Registrant, its business, prospects and results of operations that are subject
to certain risks and uncertainties posed by many factors and events that could
cause the Registrant's actual business, prospects and results of operations
to differ materially from those that may be anticipated by such forward-
looking statements. Factors that may affect such forward-looking statements
include the Registrant's ability to successfully develop new products for new
markets; the impact of competition on the Registrant's revenues, changes in
law or regulatory requirements that adversely affect or preclude customers
from using the Registrant's products for certain applications, delays in the
Registrant's introduction of new products or services, and failure by the
Registrant to keep pace with emerging technologies.
When used in this discussion, words such as "believes," "anticipates,"
"expects," "intends," and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
report. The Registrant undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances that may subsequently
arise. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this report and other reports filed
with the Securities and Exchange Commission ("SEC") that attempt to advise
interested parties of the risks and factors that may affect the Registrant's
business.
Six Months Ended June 30, 2002 and June 30, 2001
Revenues - Since obtaining the original license to the Super Smart Card TM
technology in 2000, and which was subsequently amended in 2001, the Registrant
intends to engage in research and development efforts to enhance and broaden
the technology's applications and to explore the global market for its
optimal commercialization. The Registrant is still in its development stage
for accounting purposes as it has not experienced revenues in either of the
six month periods ended June 30, 2002 ("6M '02") or June 30, 2001
("6M '01").
Expenses - Expenses rose to $133,348 for 6M '02 compared to $-0- for 6M '01.
The principal factors underlying this increase were as follows: 1) an increase
in general and administrative expenses during 6M '02 consistent with the
Registrant beginning to create the infrastructure it will require to oversee
its affairs; and 2) an increase in research and development expenses in 6M '02
in line with the Registrant's commencement of investigation into the
technology's commercialization potential.
Loss Before Taxes and Income Taxes - As a result of the foregoing, loss
before taxes for 6M '02 was $(133,348) compared to $-0- for 6M '01 upon which
the Registrant's provision for taxes in 6M '02 was solely attributable to
state and local franchise taxes.
Net Loss - Consistent with the foregoing analysis, the Registrant reported a
net loss of $(133,348) or $(0.00) per share for 6M '02, compared to a net loss
of $-0- or $(0.00) per share for 6M '01, based upon weighted average shares
outstanding of 146,805,771 and 59,101,000, respectively.
Three Months Ended June 30, 2002 and June 30, 2001
Revenues - Since obtaining the original license to the Super Smart Card TM
technology in 2000, which was subsequently expanded in 2001, the Registrant
intends to engage in research and development efforts to enhance and broaden
the technology's applications and to explore the global market for its
optimal commercialization. In the opinion of management, the Registrant's
Super Smart Card TM is ready for commercialization. The Registrant is still
in its development stage for accounting purposes as it has not experienced
revenues in either of the three month periods ended June 30, 2002 ("2Q '02")
or June 30, 2001 ("2Q'01").
Expenses - Expenses rose to $109,920 for 2Q '2 compared to $-0- for 2Q '01.
The principal factor underlying this increase was an increase in general and
administrative expenses during 2Q '02 consistent with the Registrant beginning
to create the infrastructure it will require to oversee its affairs.
Loss Before Taxes and Income Taxes - As a result of the foregoing, loss
before taxes for 2 '02 was $(109,920) compared to $-0- for 2Q '01 upon which
the Registrant's provision for taxes in 2Q '02 was solely attributable to
state and local franchise taxes.
Net Loss - Consistent with the foregoing analysis, the Registrant reported a
net loss of $(110,170) or $(0.00) per share for 2Q '02, compared to a net loss
of $-0- or $(0.00) per share for 2Q '01, based upon weighted average shares
outstanding of 148,022,200 and 59,101,000, respectively.
Liquidity and Capital Resources - The Registrant has limited working capital
and is dependent upon the efforts of the Licensor and Ventures in raising
proceeds derived from private securities offerings for funds for the
continuation of its proposed smart card business. Currently, the Registrant
does not have any income from operations, existing credit facilities or
similar bank borrowing arrangements. The Registrant will need to obtain
additional financing in order to carry out its entire business plan. There
can be no assurance that any additional financing will be available to the
Registrant on acceptable terms, if at all. If the Registrant raises
additional funds by issuing additional equity securities, further dilution
to existing equity holders may result. If adequate additional funds are not
available, the Registrant may be required to curtail significantly its long
term business objectives and the Registrant still may not be able to
transition out of the development stage, notwithstanding that the BVS2 TM
systems and Super Smart Card TM and other system technologies are expected to
be ready for commercialization in early 2005.
At June 30, 2002, the Registrant's entire working capital was comprised of
$7,450 of cash, and it had incurred an accumulated deficit from operations of
$(279,428). The Registrant periodically evaluates its liquidity requirements,
capital needs and availability of capital resources in view of its plans for
commercialization of its technology, and other operating cash needs. In the
opinion of Registrant's management, the Registrant expects to generate
sufficient cash from the sale of securities to accredited investors to meet
its requirements through 2002. The Registrant may rely on these same
resources, as well as debt financing from time to time to meet its long-term
capital needs.
ITEM 3. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
During the quarter ended June 30, 2002, the Registrant had not yet begun to
implement controls and procedures designed to ensure that information
required to be disclosed in the reports that the Registrant files or submits
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC. Based upon their evaluation of
the controls and procedures expected to be implemented during the next several
fiscal quarters, the Chief Executive and Chief Financial Officer of the
Registrant have concluded that the Registrant's disclosure controls and
procedures are expected to improve substantially. Such officer also
concluded that the Registrant's controls and procedures will likely equal or
exceed those required of the Registrant within two or three more operating
quarters.
Changes in Internal Controls
The Registrant made no significant changes in its internal controls or in
other factors that could significantly affect these controls subsequent to
the date of the evaluation of those controls by the Chief Executive and Chief
Financial Officer.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Delinquent Filings
The Registrant has not filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the 12 months preceding the period covered
by this Report. Although the Registrant has been subject to the Exchange Act
filing requirements during such preceding 12 months, the only Exchange Act
filings made by the Registrant that predated this report were its: (i) Form
8-K and 8-K/A Current Reports on December 12 and 13, 2000 reporting a change
of control; (ii) Form 10-QSB and 10-QSB/A Quarterly Reports on October 5 and
10, 2000; (iii) Form 10-QSB Quarterly Report on August 11, 2000; and (iv)
Form 10SB12G on May 30, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
31.1 - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2003
32.2 - Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2003
Reports on Form 8-K: None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
e-Smart Technologies, Inc.
By: /s/ Mary A. Grace
--------------------------
Chief Executive Officer, and Director
By: /s/ Mary A. Grace
--------------------------
Chief Financial Officer
Dated: December 28, 2004
EXHIBIT 31.1
e-SMART TECHNOLOGIES, INC.
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2003
I, Mary A. Grace, the Registrant's Chief Executive and Chief Financial
Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of e-Smart
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
espects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
and
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Registrant and have:
a) Designed and recently commenced the implementation of such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the Registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared; and
b) Evaluated the increasing effectiveness of the Registrant's
disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation.
Dated: December 28, 2004
/s/ Mary A. Grace
---------------------------
Chief Executive Officer
and Chief Financial Officer
EXHIBIT 32.1
E-SMART TECHNOLOGIES, INC.
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2003
In connection with the Quarterly Report of e-Smart Technologies, Inc. on
Form 10-QSB for the quarterly period ended March 31, 2001, as filed with the
Securities and Exchange Commission on December 28, 2004 (the "Report"), the
undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2003, that:
(1) The Report fully complies with requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of e-Smart
Technologies, Inc.
Date: December 28, 2004
/s/ Mary A. Grace
------------------------
Chief Executive Officer
and Chief Financial Officer