p                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                         Date of Report            August 31, 2004

                           Smart World United, Inc.
     -----------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

      Nevada                           0-31601                    n/a
-------------------------------  ---------------------  ---------------------
State or other jurisdiction          Commission File           IRS Employer
of incorporation)                          Number)        Identification No.)

               14 Pico Crescent, Thornhill, Ontario Canada L4J 8P4
           --------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code            905-731-0189

                                      n/a
         ------------------------------------------------------------
        (Former name or former address, if changed since the last report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
             Common Shares, $ .001 par value
      --------------------------------------------
                       (Title of Class)

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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
                                 -----     -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [x]

The issuer's revenues for the fiscal year ended August 31, 2004 were $  nil

     As of August 31, 2004, there were no shares of the issuer's common stock,
$ .001 par value,  outstanding held by  non-affiliates.  For the purpose of this
disclosure, shares of common stock held

<page>

by directors,  officers and stockholders whose ownership exceeds five percent of
the common  stock  outstanding  were  excluded.  Exclusion of shares held by any
person should not be construed to indicate that such person possesses the power,
direct or indirect,  to direct or cause the  direction of management or policies
of the issuer,  or that such person is controlled by or under common  control of
the issuer.

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING PRECEDING FIVE YEARS.

     Indicate by checkmark  whether the  Registrant  has filed all documents and
reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court.

DOCUMENTS INCORPORATED BY REFERENCE

See below.

Transitional Small Business Disclosure Format (check one):  Yes     No    x
                                                               ----    -----

                                          PART I

ITEM 1:    DESCRIPTION OF BUSINESS.

     Smart World United,  Inc..  (the  "Company") was organized on May 26, 2000,
under the laws of the State of Nevada,  having the stated purpose of engaging in
any lawful activities.  The Company was formed with the contemplated  purpose to
seek out to acquire or merge with a viable entity. The company is going to go to
public in order to raise funds to meet its business objectives.

We are a "shell" company conducting virtually no business operation,  other
than our efforts to seek merger partners or acquisition  candidates.  We have no
full time employees and own no real estate.  We were created to effect a merger,
exchange  of  capital  stock,   asset  acquisition  or  other  similar  business
combination (a "Business  Combination")  with an operating or development  stage
business  (the  "Target  Business")  which  desires to  utilize  our status as a
reporting  corporation  under the  Securities  Exchange  Act of 1934  ("Exchange
Act"). To date, we have not been successful in identifying a target business.

"SHELL" CORPORATION

Background.

     We have  conducted  virtually no business  operations to date and expect to
conduct  none in the future , other than our  efforts to  effectuate  a Business
Combination,  we can be  characterized  as a  "shell"  corporation.  As a  shell
corporation,  we face special risks inherent in the investigation,  acquisition,
or involvement in a new business  opportunity.  Further,  as a new or "start-up"
company,  we  face  all  of  the  unforeseen  costs,  expenses,   problems,  and
difficulties related to such companies. We are dependent upon the efforts of our
officers  and  directors  to  effectuate  a Business  Combination.  Assuming our
officers and directors are successful in identifying a Business Combination,  it
is unlikely our  shareholders  will have an opportunity to evaluate the specific
merits  or  risks of any one or more  Business  combinations  and  will  have no
control over the decision making relating to such.

     Due to our  limited  capital  resources,  the  consummation  of a  Business
Combination  will likely involve the acquisition of, or merger or  consolidation
with,  a company  that does not need  substantial  additional  capital but which
desires to establish a public trading market for our shares, while avoiding what
it might deem to be the adverse  consequences  of undertaking a public  offering
itself, such as the time delays and significant expenses incurred to comply with
the various  federal and state  securities  laws that  regulate  initial  public
offerings.  A Target  Business might desire,  among other  reasons,  to create a
public  market  for  their  shares in order to  enhance  liquidity  for  current
shareholders,  facilitate  raising capital through the public sale of securities
of which a prior existence of a public market for our securities exists,  and/or
acquire  additional  assets  through the issuance of securities  rather than for
cash.
<PAGE>

     We cannot  estimate  the time that it will take to  effectuate  a  Business
Combination.  It could be time  consuming;  possibly in excess of many months or
years. Additionally, no assurance can be made that we will be able to effectuate
a Business  Combination on favorable  terms.  We might identify and effectuate a
Business  Combination with a Target Business which proves to be unsuccessful for
any  number  of  reasons,  many of  which  are due to the fact  that the  Target
Business is not  identified  at this time.  If this occurs,  the Company and our
shareholders might not realize any type of profit.

Unspecified Industry and Target Business.

     We will seek to acquire a Target Business without  limiting  ourselves to a
particular industry.  Most likely, the Target Business will be primarily located
in the United States, although we reserve the right to acquire a Target Business
primarily  located outside the United States.  In seeking a Target Business,  we
will  consider,  without  limitation,  businesses  which  (i)  offer or  provide
services or develop,  manufacture  or  distribute  goods in the United States or
abroad,  including,   without  limitation,  in  the  following  areas:  Internet
services,  real estate,  health care and health products,  educational services,
environmental  services,   consumer-related  products  and  services  (including
amusement,  entertainment and/or recreational services), personal care services,
voice and data information  processing and  transmission and related  technology
development or (ii) is engaged in wholesale or retail distribution.  To date, we
have not selected  any  particular  industry or any Target  Business in which to
concentrate our Business Combination efforts.  Accordingly,  we are only able to
make general  disclosures  concerning  the risks and hazzards of  effectuating a
Business  Combination with a Target Business since there is presently no current
basis for us to evaluate the possible  merits or risks of the Target Business or
the particular industry in which we may ultimately operate.  Any Target Business
that is selected will be required to have audited financial  statements prior to
the commencement of a the Business Combination.

     To the extent  that we effect a  Business  Combination  with a  financially
unstable  company  or an  entity  in its early  stage of  development  or growth
(including entities without  established records of sales or earnings),  we will
become  subject to numerous  risks  inherent in the business and  operations  of
financially unstable and early stage or potential emerging growth companies.  In
addition,  to the  extent  that we effect a Business  Combination  with a Target
Business in an industry  characterized  by a high level of risk,  we will become
subject to the currently  unascertainable  risks of that industry.  An extremely
high level of risk frequently  characterizes certain industries which experience
rapid growth.  Although  management will endeavor to evaluate the risks inherent
in a particular industry or Target Business,  there can be no assurances that we
will properly ascertain or assess all significant risk factors.

Probable Lack of Business Diversification.

     As a result of our limited resources,  in all likelihood,  we will have the
ability to effect only a single Business Combination. Accordingly, our prospects
for success will be entirely  dependent upon the future  performance of a single
business.
     Unlike  certain  entities  that have the  resources to  consummate  several
Business  Combinations or entities operating in multiple  industries or multiple
segments  of a single  industry,  it is  highly  unlikely  that we will have the
resources  to  diversify  our  operations  or benefit  from  spreading  risks or
offsetting  losses.  Our probable  lack of  diversification  could subject us to
numerous economic,  competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular  industry in which we may
operate subsequent to consummation of a Business Combination.  The prospects for
our success may become dependent upon the development or market  acceptance of a
single or  limited  number of  products,  processes  or  services.  Accordingly,
notwithstanding the possibility of management  assistance to the Target Business
by us,  there can be no  assurance  that the  Target  Business  will prove to be
commercially viable.

Limited Ability to Evaluate Target Business' Management.

     While our ability to  successfully  effect a Business  Combination  will be
dependent upon certain key  personnel,  the future role of such personnel in the
Target Business cannot  presently be stated with any certainty.  There can be no
assurance  that current  management  will remain  associated in any  operational
capacity with the Company following a Business Combination.  Moreover, there can
be no assurances  that current  management will have any experience or knowledge
relating to the  operations  of the  particular  Target  Business.  Furthermore,
although we intend to closely  scrutinize the management of a prospective Target
Business in connection with evaluating the  desirability of effecting a Business
Combination,  there can be no assurances  that our assessment of such management
will  prove  to  be  correct,  especially  since  none  of  our  management  are
professional business analysts.

<PAGE>

     Accordingly,  we will be dependant,  in some significant  respects,  on the
ability of the management of the Target  Business who are  unidentifiable  as of
the date  hereof.  In  addition,  there can be no  assurances  that such  future
management will have the necessary skills, qualifications or abilities to manage
a public company.  We may also seek to recruit additional managers to supplement
the incumbent management of the Target Business. There can be no assurances that
we will have the  ability  to recruit  such  additional  managers,  or that such
additional  managers  will have the  requisite  skill,  knowledge or  experience
necessary or desirable to enhance the incumbent management.

Opportunity for Shareholder Evaluation or Approval of Business Combinations.

     Our  non-affiliate  shareholders  will, in all likelihood,  not receive nor
otherwise have the  opportunity  to evaluate any financial or other  information
which will be made  available  to us in  connection  with  selecting a potential
Business Combination until after we have entered into an agreement to effectuate
a Business  Combination.  Such  agreement to effectuate a Business  Combination,
however,  will be subject to shareholder approval pursuant to applicable law. As
a result,  our non-affiliate  shareholders will be almost entirely  dependent on
the judgment and  experience of management in connection  with the selection and
ultimate consummation of a Business Combination. In addition, under Florida law,
the  form  of  Business  Combination  could  impact  upon  the  availability  of
dissenters'  rights (i.e., the right to receive fair payment with respect to the
Company's  Common  Stock) to  shareholders  disapproving  the proposed  Business
Combination.

Selection of a Target Business and Structuring of a Business
Combination.

     We anticipate  that the selection of a Target  Business will be complex and
risky because of competition for such business  opportunities among all segments
of the financial  community.  The nature of our search for the  acquisition of a
Target Business requires maximum flexibility  inasmuch as we will be required to
consider various factors and circumstances  which may preclude meaningful direct
comparison  among  the  various  business  enterprises,   products  or  services
investigated.   Investors   should   recognize   that  the   possible   lack  of
diversification  among our  acquisitions  may not us to offset  potential losses
from one venture  against profits from another.  We have virtually  unrestricted
flexibility  in  identifying  and selecting a prospective  Target  Business.  In
addition, in evaluating a prospective Target Business, management will consider,
among  other  factors,  the  following  factors  which  are  not  listed  in any
particular order:

     - financial condition and results of operation of the Target Business;

     - growth  potential  and  projected  financial  performance  of the  Target
Business and the industry in which it operates;

     -  experience  and  skill of  management  and  availability  of  additional
personnel of the Target Business;

     - capital requirements of the Target Business;

     - the availability of a transaction exemption from registration pursuant to
the Securities Act for the Business Combination;

     - the location of the Target Business;

     - competitive position of the Target Business;

     - stage of  development  of the  product,  process or service of the Target
Business;

     - degree of current or potential market acceptance of the product,  process
or service of the Target Business;

     - possible  proprietary  features  and  possible  other  protection  of the
product, process or service of the Target Business;

     -  regulatory  environment  of the  industry  in which the Target  Business
operates;

     - costs associated with effecting the Business Combination; and

     - equity interest in and possible  management  participation  in the Target
Business.

<PAGE>

     The foregoing  criteria are not intended to be  exhaustive;  any evaluation
relating to the merits of a particular  Business  Combination  will be based, to
the extent relevant, on the above factors as well as other considerations deemed
relevant by us in connection  with effecting a Business  Combination  consistent
with our business  objective.  In many  instances,  it is  anticipated  that the
historical  operations of a Target Business may not necessarily be indicative of
the  potential for the future  because of the possible  need to shift  marketing
approaches substantially,  expand significantly, change product emphasis, change
or substantially augment management, or make other changes.

     We will be dependent  upon the owners of a Target  Business to identify any
such problems which may exist and to implement,  or be primarily responsible for
the  implementation  of, required  changes.  Because we may engage in a Business
Combination  with a newly  organized firm or with a firm which is entering a new
phase of  growth,  we will  incur  further  risks,  because  in many  instances,
management  of the  Target  Business  will  not have  proven  its  abilities  or
effectiveness,  the  eventual  market for the products or services of the Target
Business  will likely not be  established,  and the Target  Business  may not be
profitable subsequent to a Business Combination.

     Our limited funds and the lack of full-time  management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target  Business  before we commit  our  capital or other  resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
we had more funds  available to it, would be desirable.  We will be particularly
dependent in making decisions upon information provided by the promoter,  owner,
sponsor,  or  others  associated  with  the  business  opportunity  seeking  our
participation.

     In  connection  with  our  evaluation  of a  prospective  Target  Business,
management  anticipates  that it will conduct a due diligence  review which will
encompass, among other things, meetings with incumbent management and inspection
of facilities, as well as review of financial or other information which will be
made  available  to us. The time and costs  required  to select  and  evaluate a
Target Business  (including  conducting a due diligence review) and to structure
and  consummate  the  Business  Combination   (including   negotiating  relevant
agreements and preparing  requisite  documents for filing pursuant to applicable
securities laws and state "blue sky" and corporation  laws) cannot  presently be
ascertained with any degree of certainty. Our officers and directors only devote
a  small  portion  of  their  time  to  the  operations  of  the  Company,  and,
accordingly, consummation of a Business Combination may require a greater period
of time than if they devoted their full time to the Company's affairs.

     However,  our  officers  and  directors  will devote such time as they deem
reasonably  necessary,  to carry out the  business  and affairs of the  Company,
including the evaluation of potential Target Businesses and the negotiation of a
Business  Combination  and,  as a  result,  the  amount of time  devoted  to our
business and affairs may vary significantly  depending upon, among other things,
whether  we  have  identified  a  Target  Business  or  are  engaged  in  active
negotiations  of a Business  Combination.  Any costs incurred in connection with
the  identification and evaluation of a prospective Target Business with which a
Business Combination is not ultimately  consummated will result in a loss to the
Company  and  reduce the amount of capital  available  to  otherwise  complete a
Business  Combination  or for the resulting  entity to utilize.  In the event we
deplete our cash reserves, we might be forced to cease operations and a Business
Combination might not occur.

     We anticipate  that we will locate and make contact with Target  Businesses
primarily through the reputation and efforts of our officers and directors,  who
will meet  personally  with existing  management  and key  personnel,  visit and
inspect material  facilities,  assets,  products and services  belonging to such
prospects,  and undertake  such further  reasonable  investigation  as they deem
appropriate.  Management  has a network of business  contacts and believes  that
prospective  Target  Businesses  will be referred to the Company  through  these
network of contacts.

<PAGE>

     We also expect that many prospective  Target  Businesses will be brought to
our attention from various other  non-affiliated  sources,  including securities
broker-dealers,  investment bankers,  venture  capitalists,  bankers,  and other
members of the financial community.  We have neither the present intention,  nor
does the present  potential  exist for us, to consummate a Business  Combination
with a Target Business in which our management,  promoters,  or their affiliates
or associates  directly or  indirectly  have a pecuniary  interest,  although no
existing  corporate  policies would prevent this from occurring.  Although there
are no current plans to do so, we may engage the services of professional  firms
that specialize in finding business acquisitions and pay a finder's fee or other
compensation.  Since we have no current plans to utilize any outside consultants
or advisors to assist in a Business  Combination,  no policies have been adopted
regarding  use of such  consultants  or  advisors,  the  criteria  to be used in
selecting such consultants or advisors, the services to be provided, the term of
service,  or  regarding  the total  amount  of fees  that may be paid.  However,
because of our limited resources, it is likely that any such fee we agree to pay
would be paid in stock and not in cash.  In no event will we pay a finder's  fee
or  commission  to any  officer or director or to any entity with which they are
affiliated  for such service.  Our Board of Directors  has  established a policy
where,  in no event  shall we issue  any of our  securities  to any of our other
officers,  directors or promoters if any, or any of their respective  affiliates
or  associates,  in  connection  with  activities  designed  to  locate a target
business.

     As a  general  rule,  Federal  and state  tax laws and  regulations  have a
significant  impact  upon the  structuring  of  business  combinations.  We will
evaluate the possible tax consequences of any prospective  Business  Combination
and will endeavor to structure a Business  Combination so as to achieve the most
favorable  tax  treatment  for us,  the  Target  Business  and their  respective
stockholders.  There can be no assurance  that the Internal  Revenue  Service or
relevant state tax authorities will ultimately  assent to our tax treatment of a
particular consummated Business Combination.

     To the extent  the  Internal  Revenue  Service  or any  relevant  state tax
authorities  ultimately  prevail  in  recharacterizing  the tax  treatment  of a
Business  Combination,  there may be adverse tax  consequences to us, the Target
Business and their respective stockholders.  Tax considerations as well as other
relevant  factors  will be valuated in  determining  the precise  structure of a
particular Business  Combination,  which could be effected through various forms
of a merger, consolidation or stock or asset acquisition.

     Although  we  have no  commitments  as of the  date  of  this  registration
statement  to issue any  shares of Common  Stock,  preferred  stock,  options or
warrants,  other than as described in this registration  statement,  we will, in
all likelihood,  issue a substantial  number of additional  shares in connection
with the  consummation  of a  Business  Combination.  To the  extent  that  such
additional shares are issued, dilution to the interests of our stockholders will
occur.  Additionally,  if a  substantial  number of  shares of Common  Stock are
issued in connection with the consummation of a Business  Combination,  a change
in our control is likely to occur which will likely affect,  among other things,
our ability to utilize net operating loss carry forwards, if any.

     Any such change in control may also result in the resignation or removal of
our  present  officer  and  director.  If there is a change  in  management,  no
assurance can be given as to the  experience or  qualification  of such persons,
either in the  operation of our  activities or in the operation of the business,
assets or property being acquired.  Management considers it likely that in order
to consummate a Business Combination, a change in control will occur; therefore,
management  anticipates  offering a controlling interest to a Target Business in
order to effectuate a Business Combination.

     Management  may  actively   negotiate  for  or  otherwise  consent  to  the
disposition  of any  portion  of  their  Common  Stock as a  condition  to or in
connection with a Business Combination. Therefore, it is possible that the terms
of any Business  Combination  will provide for the sale of some shares of Common
Stock held by management.  It is likely that none of our other shareholders will
be afforded the right to sell their shares of Common Stock in connection  with a
Business  Combination  pursuant  to the  same  terms  that  Management  will  be
provided.



<PAGE>
     There are currently no limitations  relating to our ability to borrow funds
to  increase  the  amount  of  capital  available  to us to  effect  a  Business
Combination or otherwise finance the operations of the Target Business. However,
our limited  resources and lack of operating history could make it difficult for
us to borrow  additional funds from other sources.  The amount and nature of any
borrowings by us will depend on numerous  considerations,  including our capital
requirements,  potential lenders' evaluation of our ability to meet debt service
on borrowings and the then prevailing  conditions in the financial  markets,  as
well as general economic  conditions.  We do not have any arrangements  with any
bank or financial institution to secure additional financing and there can be no
assurance  that such  arrangements  if required or  otherwise  sought,  would be
available on terms  commercially  acceptable or otherwise in our best interests.
Our  inability  to borrow  funds  required  to effect or  facilitate  a Business
Combination,  or to provide funds for an  additional  infusion of capital into a
Target Business,  may have a material adverse effect on our financial  condition
and future prospects, including the ability to effect a Business Combination. To
the extent that debt financing ultimately proves to be available, any borrowings
may subject us to various  risks  traditionally  associated  with  indebtedness,
including the risks of interest rate fluctuations and insufficiency of cash flow
to pay principal and interest.  Furthermore,  a Target Business may have already
incurred debt financing and, therefore, all the risks inherent thereto.

     If our securities are issued as part of an acquisition, such securities are
required to be issued either in reliance upon exemptions from registration under
applicable   federal  or  state   securities   laws  or  registered  for  public
distribution.  We intend to  primarily  target  only  those  companies  where an
exemption from registration would be available;  however, since the structure of
the Business  Combination  has yet to be  determined,  no assurances can be made
that we will be able  to rely on such  exemptions.  Registration  of  securities
typically requires significant costs and time delays are typically  encountered.
In addition,  the issuance of additional  securities and their potential sale in
any trading  market which might develop in our Common  Stock,  of which there is
presently  no  trading  market  and no  assurances  can be  given  that one will
develop,  could  depress the price of our Common  Stock in any market  which may
develop in our Common Stock.  Further,  such  issuance of additional  securities
would result in a decrease in the percentage ownership of present shareholders.

     Due to our small size and limited  amount of capital,  our ability to raise
additional  capital if and when needed could be constrained.  Until such time as
any  enterprise,   product  or  service  which  we  acquire  generates  revenues
sufficient  to cover  operating  costs,  it is  conceivable  that we could  find
ourselves in a situation  where it needs  additional  funds in order to continue
our  operations.  This need  could  arise at a time when we are unable to borrow
funds and when market acceptance for the sale of additional shares of our Common
Stock does not exist.

Conflicts of Interest.

     None of our affiliates, officers and directors are required to commit their
full time to our affairs and,  accordingly,  such persons may have  conflicts of
interest in allocating  management time among various business  activities.  Our
affiliates,  officers  and  directors  may engage in other  business  activities
similar and  dissimilar to those we are engaged in. In fact, the company has not
established any condition which would prohibit Mr. Winick from pursuing  similar
blank check  offerings in the future.  To the extent that Mr. Winick or any such
successor  persons  engage in such  other  activities,  they will have  possible
conflicts of interest in diverting opportunities to other companies, entities or
persons with which they are or may be  associated  or have an  interest,  rather
than diverting such  opportunities  to us. As no policy has been established for
the  resolution  of such a  conflict,  we could  be  adversely  affected  should
management  choose to place their  other  business  interests  before  ours.  No
assurance can be given that such potential  conflicts of interest will not cause
us to lose  potential  opportunities.  Management may become aware of investment
and business  opportunities  which may be appropriate for  presentation to us as
well as the other entities with which they are  affiliated.  Management may have
conflicts  of  interest  in  determining  which  entity  a  particular  business
opportunity should be presented.  Accordingly,  as a result of multiple business
affiliations,   management  may  have  similar  legal  obligations  relating  to
presenting  certain business  opportunities to multiple  entities.  In addition,
conflicts of interest may arise in connection  with  evaluations of a particular
business  opportunity  by the board of directors  with respect to the  foregoing
criteria. There can be no assurances that any of the foregoing conflicts will be
resolved in our favor. We may consider Business Combinations with entities owned
or controlled by persons other than those persons described above.  There can be
no assurances that any of the foregoing conflicts will be resolved in our favor.


<PAGE>

     Management  may  actively   negotiate  for  or  otherwise  consent  to  the
disposition  of any  portion  of  their  Common  Stock as a  condition  to or in
connection with a Business Combination. Therefore, it is possible that the terms
of any Business  Combination  will provide for the sale of some shares of Common
Stock held by Management. Thus, it is likely that none of our other shareholders
will be afforded the right to sell their  shares of Common  Stock in  connection
with a Business  Combination  pursuant to the same terms that Management will be
provided. Also, such shareholders will not be afforded an opportunity to approve
or consent to Management's stock purchase.

Competition

     We expect to encounter  intense  competition  from other entities  having a
business objective similar to ours. Many of these entities are  well-established
and have  extensive  experience in  connection  with  identifying  and effecting
business combinations directly or through affiliates.  Many of these competitors
possess greater financial,  marketing,  technical, personnel and other resources
than us and there can be no assurances  that we will have the ability to compete
successfully. Our financial resources will be extremely limited in comparison to
those of many of our  competitors.  This inherent  competitive  limitation could
compel us to select  certain less  attractive  Target  Businesses for a Business
Combination.  There can be no assurances that such Target Businesses will permit
us to meet our stated business objective. Management believes, however, that our
status as a reporting  public entity could give us a competitive  advantage over
privately held entities having a similar business objective to ours in acquiring
a Target Business with significant growth potential on favorable terms.

Employees

     We are in the development  stage and currently have no full time employees.
Our  management  serves on a part  time  basis.  We  expect to use  consultants,
attorneys and  accountants as necessary,  and do not anticipate a need to engage
any  full-time  employees  so  long  as  it is  seeking  and  evaluating  Target
Businesses.  The need for employees and their  availability will be addressed in
connection  with the  decision  whether or not to acquire  or  participate  in a
specific Business Combination.

ITEM 2.   DESCRIPTION OF PROPERTY

     The  Company  has no leased or owned  premises.  At present  the Company is
using one of the director's premises at no cost for company business.

ITEM 3.   LEGAL PROCEEDINGS

The Company is not engaged in any litigation.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted to a vote of security  holders during the fourth
quarter ended August 31, 2003.


<page>


                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common shares,  par value $ .001 (the "Shares") are not being
traded on a stock market exchange at this time.

On August 31, 2004, there was 1 shareholder.

     The  Company  has  never  paid a  cash  dividend  and  does  not  presently
anticipate doing so in the foreseeable  future,  but expects to retain earnings,
if any, for use in its business for future expansion once profitable.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

     For the fiscal year ended August 31, 2004,  there were no  operations.  The
Company  has been using only its sole  director  and  officer to  continue  its
operations  during  this  period and as such has been  paying  this  officer and
director  with common  stock of the  Company.  During the year ended  August 31,
2004, the Company did not make any payments.

FORWARD LOOKING STATEMENTS

     Except  for  the  historical  information  contained  herein,  the  matters
discussed in this report on Form 10-KSB and the Company's other periodic reports
and  other  documents  incorporated  by  reference  or  incorporated  herein  as
exhibits,  may  contain  forward-looking   statements  that  involve  risks  and
uncertainties.  The Company's actual results may differ  materially from results
discussed  in the  forward-looking  statements.  Factors that might cause such a
difference  include,  but  are not  limited  to,  general  economic  and  market
conditions,  and  the  ability  of the  Company  to  successfully  identify  and
thereafter consummate one or more acquisitions.


ITEM 7.   FINANCIAL STATEMENTS.

     The financial  statements  required by this Item are set forth at the pages
indicated in Item on page 12 of this report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A.  CONTROLS AND PROCEDURES

     (a) Within the 90-day time period prior to filing this report, we conducted
as  an  evaluation  of  the  effectiveness  of  our  "disclosure   controls  and
procedures,"  as that phrase is defined in Rules  13a-14(c) and 15d-14(c)  under
the  Securities  Exchange Act of 1934.  The evaluation was carried out under the
supervision and with the participation of management, including our President.

     Based  on and  as of the  date  of  that  evaluation,  our  President  have
concluded  that our  disclosure  controls and procedures are effective in timely
alerting him to material  information required to be disclosed in the reports we
file with or submit to the Securities and Exchange  Commission ("SEC") under the
Securities  Exchange Act of 1934, and in ensuring that the information  required
to be disclosed in those filings is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms.

     Nothwithstanding  the  foregoing,  there  can  be  no  assurance  that  the
Company's disclosure controls and procedures will detect or uncover all failures
of  persons  within the  Company  to  disclose  material  information  otherwise
required to be set forth in the Company's  periodic reports.  There are inherent
limitations  to the  effectiveness  of any  system of  disclosure  controls  and
procedures,  including the possibility of human error and the  circumvention  or
overriding  of  the  controls  and  procedures.   Accordingly,   even  effective
disclosure  controls and procedures can only provide  reasonable,  not absolute,
assurance of achieving their control objectives.

     (b)  Subsequent to the date of the  evaluation,  there were no  significant
changes in internal controls or in other factors that could significantly affect
the internal  controls,  including any  corrective  actions taken with regard to
significant deficiencies and material weaknesses.






<page>



                                PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE
         WITH SECTION 16(a) OF THE EXCHANGE ACT.

The executive officer and director of the Company is as follows:

<TABLE>
<CAPTION>
Name                  Age         Position                          Term
<S>                     <C>      <C>                               <C>
Marvin N. Winick         55       Director, President,Secretary Treasurer
                                                  and CFO           1 yr

</TABLE>


Marvin N. Winick

     Mr.  Marvin N.  Winick,  54 years old,  has been a Director  of the Company
since inception May 26, 2000. Mr. Winick is a self employed Canadian  accountant
who has done  consulting  and accounting  for several U.S.  companies  including
Omicron  Technologies,  Inc.,  Dyncom , Inc.  Nature  Treat  Products  Inc.  and
Auto.com Inc. He is also an officer and director of Super Ventures  Corporation,
Multimod  Investments,  Ltd.,  Amante  Corporation,  B  Com,  Inc.,  Bellweather
Corporation, CPW`Capital Corp., Leonhardt Corporation, MNWBSC Investments, Ltd.,
New Odeon Corporation,  Myocash,  Inc.,  Achievor  Recovery,  Ltd. and Quotidien
Corporation.  Mr.  Winick has had  several  years of  computer,  accounting  and
experience in US securities  laws which has helped him to assist other companies
as mentioned above.

<page>


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Under  Federal  securities  laws,  the Company's  directors,  its executive
officers  and any  person  holding  more than 10% of the  Company's  Shares  are
required  to report  their  ownership  of such  Shares  and any  changes  in the
ownership  on Forms 3, 4, and 5 as the  case may be.  The  directors,  executive
officers and any qualifying shareholders will comply with such requirements once
the Shares of the Company are trading on a stock exchange.


ITEM 10.   EXECUTIVE COMPENSATION.

     At this time there is no set executive  compensation package for any of the
directors or officers of the Company since there are no operations to date.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

     The following table and notes thereto set forth  information  regarding the
beneficial ownership of the Company's Shares as of August 31, 2002 by (i) each
person known by the Company to be the  beneficial  owner of more than 5% of such
voting  security,  (ii) each  director of the Company,  and (iii) all  executive
officers and  directors  of the Company as a group.  The  percentages  have been
calculated by taking into account all Shares owned on the record date as well as
all such  Shares  with  respect  to which  such  person has the right to acquire
beneficial ownership at such date or within 60 days thereafter. Unless otherwise
indicated,  all persons listed below have sole voting and sole investment  power
over the Shares owned.
<TABLE>
<CAPTION>
Name of Address of                  Amount and Nature of       Percent of
Beneficial Owner                    Beneficial Ownership        Class
<S>                             <C>        <C>              <C>
Marvin Winick                     9,900,000    Common             100.0%
14 Pico Crescent
Thornhill, Ontario L4J 8P4


All Executive Officers and Directors
as a Group(1 person)              9,900,000    Common             100.0%
</TABLE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


     On December, 2001, Mr. Winick purchased all of the outstanding stock of the
Company  from the  existing  shareholders  totaling  9,900,000  shares of common
stock.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

DOCUMENTS FILED WITH THIS REPORT

1.       Financial Statements

Independent Auditors' Report

Balance Sheets as of August 31, 2004 and August 31, 2003

Statements of Operations for the year ended August 31, 2004 and
            August 31, 2003

Statement of Stockholders' Equity from Inception(May 26, 2000) to
                                August 31, 2004

Statements of Cash Flows for the year ended August 31, 2004 and
              August 31, 2003

Notes to Financial Statements as of August 31, 2004

Financial Statement Schedules

     Financial  statement  schedules  have been  omitted  because  the  required
information  is  inapplicable  or because the  information  is  presented in the
financial statements or related notes.

2.       Exhibits

23       Consent of Independent Auditors

31 & 32  Certifications in connection with the Sarbanes-Oxley Act of 2002

<PAGE>


EXHIBITS INCORPORATED BY REFERENCE

     The following exhibits were filed with the Company's Form 10SB dated August
2001 and are incorporated by reference.

         Exhibit 3(i).1             Articles of Incorporation filed May 26, 2000
         Exhibit 3(ii).1            By-Laws
         Exhibit 3(iii).1           Amendment to By-Laws
         Exhibit 3(iv)              Corporate Charter

<page>


SIGNATURES

REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the quarter ended August 31,
2004.


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                                          SMART WORLD UNITED, INC.

                                    By:            /s/  Marvin Winick
                                              -------------------------
                                              Marvin Winick, President

DATE:   December 1, 2004.

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated:

SIGNATURES                  TITLE                                 DATE
------------------       ---------------                      ------------

/s/ MARVIN WINICK      Director,CFO Secretary/           December 1, 2004
----------------------  Treasurer & President
Marvin Winick







<page>













                            Smart World United, Inc.
                          (A Development Stage Company)


                              Financial Statements
                                August 31, 2004








<page>





                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Smart World United, Inc.


     We have audited the accompanying  balance sheet of Smart World United, Inc.
(A Development Stage Company) as of August 31, 2004 and August 31, 2003, and the
related statement of operations, cash flows, and changes in stockholders' equity
for the years then ended.  These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States Those  standards  require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Smart World United, Inc. at
August 31, 2004 and August 31,  2003,  and the results of their  operations  and
their  cash  flows  for the  years  then  ended in  conformity  with  accounting
principles generally accepted in the United States.

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
November 1, 2004

<page>








                            Smart World United, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                   August 31,


<TABLE>
                                                     2004        2003

ASSETS:
<S>                                                <C>         <C>
Current Assets:
  Cash                                             $   -       $   -
                                                    --------    -------
Total Current Assets                                   -           -
                                                    --------    -------
Other Assets
Incorporation Costs                                    -           -
                                                    --------    -------
Total Other Costs                                      -           -
                                                    --------    -------

TOTAL ASSETS                                       $   -       $   -
                                                    ========    =======
</TABLE>







The accompanying notes are an integral part of these financial statements.



<PAGE>


                            Smart World United, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                August 31, 2004


<TABLE>
                                                     2004        2003

<S>                                               <C>         <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
Accounts payable                                   $  1,500   $    750
Advance from shareholder                              2,045      2,045
                                                    -------     ------

TOTAL CURRENT LIABILITIES                             3,545      2,795
                                                    -------     ------

Stockholders' Equity:
  Preferred stock, $.001 par value, 5,000,000
   shares authorized: none outstanding                  -          -
  Common stock, $.001 par value, 50,000,000
   shares authorized, 9,900,000 shares issued and
    outstanding( 2003 - 9,900,000)                    9,900      9,900
  Deficit accumulated during the development stage  (13,445)   (12,695)
                                                   --------     ------

Total Stockholders' Equity                           (3,545)    (2,795)
                                                   --------     ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    -   $      -
                                                    =======    =======

</TABLE>



The accompanying notes are an integral part of these financial statements.

<page>


                            Smart World United, Inc.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED August 31, 2004

<TABLE>
<CAPTION>

                                                            From
                                                         (Inception)
                                                           May 26,
                                                             2000
                                                           to August
                                         2004    2003       31, 2004
<S>                                   <C>      <C>          <C>
INCOME                                $     -  $     -      $     -

OPERATING EXPENSES:
Professional Fees                        750       750         3,000
Amortization Expense                       -         -            -
Administrative Expenses                    -         -        10,445
                                       ------   -------      -------
Total Operating Expenses                 750       750        13,445
                                       ------   -------      -------

Net Loss from Operations             $  (750)  $   750      $(13,445)
                                      =======   =======      =======

Weighted average number of
  shares outstanding                9,900,000   9,900,000
                                    =========   =========

Net Loss Per Share                   $    -     $    -
                                      =======     =======


</TABLE>


















The accompanying notes are an integral part of these financial statements.

<page>


                            Smart World United, Inc.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 FROM INCEPTION(May 26, 2000) TO August 31, 2004

<TABLE>
<CAPTION>

                                                       Deficit
                                                     Accumulated
                                       Additional     During the
                        Common Stock    Paid-In      Development
                     Shares   Amount    Capital         Stage       Totals
<S>               <C>        <C>       <C>        <C>            <C>
Balance - May 26,
  2000                       $    -    $    -     $     -        $     -

Stock issued for
  services        9,900,000    9,900        -           -           9,900

Net loss for
  Period               -          -         -       (10,445)      (10,445)
                  ---------   ------     -------    -------       -------
Balance - August
       31, 2000   9,900,000 $  9,900   $    -     $ (10,445)     $   (545)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  August 31, 2001      -          -         -        (1,500)       (1,500)
                  ---------   ------     -------    -------       -------
Balance - August
       31, 2001   9,900,000 $  9,900   $    -     $ (11,945)     $ (2,045)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  August 31, 2002      -          -         -           -              -
                  ---------   ------     -------    -------       -------
Balance - August
       31, 2002   9,900,000 $  9,900   $    -     $ (11,945)     $ (2,045)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  August 31, 2003      -          -         -          (750)         (750)
                  ---------   ------     -------    -------       -------
Balance - August
       31, 2003   9,900,000 $  9,900   $    -     $ (12,695)     $ (2,795)

Stock issued for
  services             -          -         -           -              -

Net loss for year -
  August 31, 2004      -          -         -          (750)         (750)
                  ---------   ------     -------    -------       -------
Balance - August
       31, 2004   9,900,000 $  9,900   $    -     $ (13,445)     $ (3,545)
                  =========   ======     =======    =======       =======


</TABLE>

















The accompanying notes are an integral part of these financial statements.


<page>

                            Smart World United, Inc.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                       FOR THE YEAR ENDED August 31, 2004


<TABLE>
<CAPTION>
                                                               From
                                                           (Inception)
                                                              May 26,
                                                               2000
                                                              to August
                                          2004      2003       31, 2004
<S>                                   <C>      <C>            <C>

Cash Flows From Operating Activities:
  Net (Loss)                           $   (750)  $  (750)    $  (13,445)
  Adjustments to reconcile net loss
    to net cash used in operating
      activities:
   Stock issued for services                 -        -            9,900
   Changes in assets and liabilities:
    Increase(decrease) in accounts
           payable                          750       750          1,500
    Increase in Other Assets                 -        -              -
                                        --------   ------        -------
                                            750       750         11,400
                                        --------   ------        -------

Net Cash Used in Operating Activities        -        -           (2,045)
                                        --------    -----        -------

Cash Flow From Financing Activities:
  Issuance of Common Stock                   -        -              -
  Advances from shareholder                  -        -            2,045
                                        --------   ------        -------
  Net Cash Provided By Financing
        Activities                           -        -            2,045
                                        --------   -----         -------

Increase (Decrease) in Cash                  -        -              -

Cash and Cash Equivalents - Beginning of
       period                                -        -              -
                                        --------   ------        -------
Cash and Cash Equivalents - End of
       period                          $     -    $   -         $    -
                                        ========   ======        =======
Supplemental Cash Flow Information:
  Interest paid                        $     -    $   -         $    -
                                        ========   ======        =======
  Taxes paid                           $     -    $   -         $    -
                                        ========   ======        =======

</TABLE>



The accompanying notes are an integral part of these financial statements.
<page>

                            Smart World United, Inc.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                 August 31, 2004

Note 1 - General:

         Nature of Business

     Smart World United,  Inc.(the  "Company") was  incorporated on May 26, 2000
under the laws of the State of Nevada. The Company's primary business operations
are to seek out and acquire or merge with a viable entity.  The Company  intends
to go public in order to raise funds to meet its business objectives.

         The Company's fiscal year end is August 31.

Note 2 - Summary of Significant Accounting Policies

         Basis of Presentation - Development Stage Company

     The Company has not earned any revenue from limited  principal  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise" as set forth in Financial  Accounting  Standards
Board Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7 are
that the Company's financial  statements be identified as those of a development
stage  company,  and that the  statements of  operations,  stockholders'  equity
(deficit)  and cash  flows  disclose  activity  since the date of the  Company's
inception.

         Basis of Accounting

     The  accompanying  financial  statements  have been prepared on the accrual
basis of accounting in accordance with accounting  principles generally accepted
in the United States.

         Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  accepted in the United States requires  management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

         Cash and Cash Equivalents

     For purposes of the  statement of cash flows,  the Company  considered  all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.

Net earning (loss) per share

     Basic and diluted net loss per share  information  is  presented  under the
requirements  of SFAS No. 128,  Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share  reflects the  potential  dilution of  securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants  and  convertible  preferred  stock,  in  the  weighted-average  number
ofcommon shares outstanding for a period, if dilutive.  All potentially dilutive
securities  have been  excluded from the  computation,  as their effect is anti-
dilutive.
<PAGE>


                            Smart World United, Inc.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                 August 31, 2004

Note 2 - Summary of Significant Accounting Policies(continued)


         Fair Value of Financial Instruments

     The carrying  amounts of accounts  payable and advances  from a shareholder
are  considered  to be  representative  of  their  fair  value  because  of  the
short-term nature of these financial instruments.

         Income Taxes

     The Company  accounts for income taxes under SFAS No. 109,  which  requires
the asset and  liability  approach to accounting  for income  taxes.  Under this
method,  deferred tax assets and  liabilities  are measured based on differences
between  financial  reporting and tax bases of assets and  liabilities  measured
using  enacted  tax  rates  and laws  that are  expected  to be in  effect  when
differences are expected to reverse.

Note 3 - Capital Stock Transactions

     The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value. During the fiscal year ended August 31, 2000 the Company issued
9,900,000 shares of common stock for services rendered in the amount of $ 9,900.

Note 4 - Advances from Shareholder

     An  officer  of the  Company  advanced  cash to the  Company  for  start-up
incorporation  costs  of $545 and to pay  accounts  payable  of $  1,500.  These
advances are unsecured, bear no interest, and are due on demand.


<PAGE>



                                Smart World United, Inc.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                August 31, 2003

Note 5 -Income Taxes

     There has been no provision  for U.S.  federal,  state,  or foreign  income
taxes for Any period because the Company has incurred  losses in all periods and
for all Jurisdictions.

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

Deferred tax assets
  Net operating loss carryforwards                       $ 13,445
  Valuation allowance for deferred tax assets             (13,445)
                                                          -------
Net deferred tax assets                                  $    -
                                                          =======

     Realization  of deferred tax assets is dependent upon future  earnings,  if
any, the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets  have been fully  offset by a valuation  allowance.  As of August 31,
2004, the Company had net operating loss carryforwards of approximately $ 13,445
for federal and state income tax purposes. These carryforwards,  if not utilized
to  offset  taxable  income  begin to  expire  in 2017.  Utilization  of the net
operating  loss may be  subject  to  substantial  annual  limitation  due to the
ownership change  limitations  provided by the Internal Revenue Code and similar
state  provisions.  The annual  limitation could result in the expiration of the
net operating loss before utilization.

Note 6 - Going Concern:

     The accompanying financial statements have been prepared in conformity with
accounting   principles   generally   accepted  in  the  United  States,   which
contemplates  continuation  of the Company as a going  concern.  The Company has
generated no revenues and current liabilities exceed current assets by $ 3,545.

     The future  success of the  Company is likely  dependent  on its ability to
attain additional capital to develop its proposed business and ultimately,  upon
its ability to attain future  profitable  operations.  There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.


<page>


                                                            EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Smart World United, Inc.

     We consent to  incorporation  of our report dated  November 1, 2004, of the
balance sheets of Smart World United,  Inc. as of August 31, 2004 and August 31,
2003 and the related  statements of  operations,  stockholders'  equity and cash
flows for the years then ended and from  inception(May  26,  2000) to August 31,
2004,  which report appears in the August 31, 2004 annual report on Form 10- KSB
of Smart World United, Inc.


Michael Johnson & Co. LLP
Dated: November 30, 2004.

<PAGE>

EXHIBIT 31.1
                                  CERTIFICATION

I, Marvin Winick, certify that:

     1. I have reviewed this annual report on Form 10-KSB of Smart World United,
Inc..

     2. Based on my knowledge, this 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 report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     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  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     b) Evaluated the effectiveness of the registrant's  disclosure controls and
procedures and presented in this report our 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; and

     c)  Disclosed  in this  report  any  changes in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

     5. I have  disclosed,  based  on our most  recent  evaluation  of  internal
control over financial  reporting,  to the  registrant's  auditors and the audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

     a) All significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) Any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: December 1, 2004.

                               /s/ Marvin Winick
                              -----------------------------
                               Name: Marvin Winick
                               Title: President

<PAGE>





EXHIBIT 32.1

                 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection
with  the  Annual  Report  on Form  10-KSB  of Smart  World  United,  Inc.  (the
"Corporation")  for the year ended August 31, 2004, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned,  the
President of the Corporation certifies that:

     (1) The Report fully  complies  with the  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  operation of the
Corporation.

  /s/ Marvin Winick
-------------------------------
Marvin Winick
President

December 1, 2004