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, 2001

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

      Nevada                          000-31601                     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

                 16	Julia Street, Thornhill, Ontario L3T 4R9
         ------------------------------------------------------------
        (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, 2001 were $  nil

As of August 31, 2001, there were no shares of the issuer's common stock,
$ .001 par value, outstanding with an aggregate market value of  $ nil 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.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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

                                          PART I

ITEM 1:    DESCRIPTION OF BUSINESS.

Smart World United, Inc. (the "Company") was incorporated under the laws of
the State of Nevada on May 26, 2000.  The Company is looking for a viable
business in the internet field to acquire.  Once the Company has targeted a
viable business, the Company will go about the business of raising funds to meet
its business objectives.  In the event the Company is unable to find a suitable
merger or acquisition candidate in the internet area, it may seek to acquire
businesses in other sectors of the economy assuming they will provide a viable
alternative.

COMPETITION

The Company will have competition from other similar companies looking to
acquire viable businesses.

EMPLOYEES

As of August 31, 2001, the Company has had no full time employees or managers.

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, 2001.





<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, 2001, there were 5 shareholders.

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.

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

RESULTS OF OPERATIONS

For the fiscal year ended August 31, 2001, there were no operations.  The
Company has been using consultants, directors and officers to locate suitable
business acquisitions and as such has not paid out any compensation during this
fiscal year ended August 31, 2001.

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.









<page>


                                PART III

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

The executive officers and directors of the Company are as follows:

Name					Age		Position

Jared H. Clarke                                 56	Director, and President

Thomas Tsubota                              64	Director and Vice-President

Sheik Mohamed Zaakir                      37	Secretary/Treasurer and Director

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.

Jared H. Clarke

Mr. Clarke has over 20 years experience in business management and accounting.
He has used this knowledge to successfully participate in several business
ventures. Notably, he has previously owned a partnership in a successful
insurance brokerage firm in Canada.  His lengthy experience in business
management has enabled him to gain tremendous knowledge in corporate finance
and management.

Thomas Tsubota

Mr. Tsubota, has many years of banking experience.  Recently, he was Assistant
Vice President for Union Bank of California managing the Financial Services
Group for the bank.  Before that he was Assistant Vice President for Sumitomo
Bank of California for 19 years.  He is very active in his community
volunteering a great amount of his free time to such activities.

Sheik Mohamed Zaakir

Mr. Zaakir has worked extensively in technology for many years.  In the 1989, he
owned and operated three computer software training centers in Toronto, Canada,
where he was president of the company.  In 1993 he founded Telenet, where he
developed an application to replace the paper telephone books with a touch
screen device called "Telefinder".  The device would be installed in the home
for lifetime use and would provide white pages information at the touch of a
finger in real time.  Mr. Zaakir sold this technology to another company.

<page>





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 May 22, 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>
Jared H. Clarke                                         50,000	.50%
154 Island Road
Scarborough, Ontario

Thomas K. Tsubota                                  50,000 	.50%
120 Brookside Place
Marina, California
93933

Sheik Mohamed Zaakir                          4,800,000
48.5%
109 Frederick Street
Toronto, Ontario
M5A 4H1

David Bond
St. John, Antigua			      4,800,000			        48.5%

Ron Brigham                                         200,000
2.0%
1120 Brevick Place
Mississauga, Ontario
L4W 3Y5

<page>


All Executive Officers and Directors
as a Group(three persons)                   4,900,000        	        49.5%

</TABLE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

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, 2001 and 2000

Statements of Operations for the years ended August 31, 2001 and 2000

Statement of Stockholders' Equity for the year ended August 31, 2001

Statements of Cash Flows for the years ended August 31, 2001 and 2000

Notes to Financial Statements as of August 31, 2001

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

EXHIBITS INCORPORATED BY REFERENCE

	The following exhibits were filed with the Company's Form 10SB dated
September 2000 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, 2001.


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.

				By:            /s/  JARED CLARKE
				          -------------------------
				          Jared H. Clarke, President

DATE:   May 22, 2002

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/   JARED CLARKE      Director, President              May 22, 2002
----------------------
      Jared Clarke


/s/   MOHAMED ZAAKIR	 Director, Secretary/Treasurer   May 22, 2002
----------------------
 Sheik Mohamed Zaakir


/s/   THOMAS TSUBOTA	 Director, Vice-President        May 22, 2002
----------------------
 Thomas Tsubota














<page>













                                   SMART WORLD UNITED, INC.
                                 (A Development Stage Company)


                                    Financial Statements
                                      August 31, 2001





































<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, 2001, and the related statement of
operations, cash flows, and changes in stockholders' equity for the year 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 audit in accordance with generally accepted auditing standards.
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, 2001, and the results of their operations and their cash flows for
the year then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 4 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 1.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



Michael Johnson & Co., LLC
Denver, Colorado
May 22, 2002





<page>




                                       SMART WORLD UNITED, INC.
                                     (A DEVELOPMENT STAGE COMPANY)
                                          BALANCE SHEET
                                          AUGUST 31, 2001

<TABLE>
<CAPTION>
                                                     2001        2000

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

Other Assets
Incorporation Costs                                      545        545
                                                    --------    -------
Total Other Costs                                        545        545
                                                    --------    -------

TOTAL ASSETS                                       $     545   $    545
                                                    ========    =======


LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
Accounts payable                                   $  1,500    $   -
Advance from shareholder                                545        545
                                                    -------     ------

TOTAL CURRENT LIABILITIES                             2,045        545
                                                    -------     ------

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( 2000 - 9,900,000)                      9,900    9,900
  Deficit accumulated during the development stage    (11,400)  (9,900)
                                                   --------     ------

Total Stockholders' Equity                           (1,500)        -
                                                   --------     ------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $    545   $    545
                                                    =======    =======
</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, 2001
<TABLE>
<CAPTION>
                                                                From
                                                             Inception
                                                             to Aug
                                         2001      2000      31, 2001
<S>                                   <C>      <C>          <C>
INCOME                                $     -  $     -      $     -

OPERATING EXPENSES:
Professional Fees                       1,500        -         1,500
Amortization Expense                       -         -            -
Administrative Expenses                    -      9,900        9,900
                                       ------   -------      -------
Total Operating Expenses                1,500     9,900       11,400
                                       ------   -------      -------

Net Loss from Operations             $ (1,500) $ (9,900)    $(11,400)
                                      =======   =======      =======

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

Net Loss Per Share                   $(0.0002) $ (0.001)
                                      =======   =======


</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
                             For The Year Ended August 31, 2001
<TABLE>
<CAPTION>
                                                       Deficit
                                                     Accumulated
                                       Additional     During the
                        Common Stock    Paid-In      Development
                     Shares   Amount    Capital         Stage       Totals
<S>                  <C>     <C>       <C>        <C>            ,C>
Balance -  September
       1, 2000     9,900,000 $ 9,900   $    -     $ (9,900)      $     -

Stock issued for
    Services           -          -        -           -               -
Net loss for year      -          -         -       (1,500)         (1,500)
                  ----------  ------    -------    -------         -------
Balance - August
   31, 2001        9,900,000 $ 9,900   $    -     $(11,400)      $  (1,500)
                  ==========  ======    =======    =======        ========

</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, 2001



<TABLE>

                                                     2001           2000
<S>                                              <C>            <C>
Cash Flows From Operating Activities:
  Net (Loss)                                     $  (1,500)     $  (9,900)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Stock issued for services                            -           9,900
   Changes in assets and liabilities:
    Increase in accounts payable                     1,500             -
    Increase in  Advance from Shareholder              -              545
    Increase in Other Assets                           -             (545)
                                                  --------       --------
                                                     1,500          1,000
                                                  --------       --------

Net Cash Used in Operating Activities                  -              -
                                                  --------       --------

Cash Flow From Financing Activities:
  Issuance of Common Stock                             -              -
                                                  --------       --------

  Net Cash Provided By Financing Activities            -              -
                                                  --------       --------

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, 2001

Note 1 - Organization and Summary of Significant Accounting Policies:

	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 develop and engage in internet related businesses.  The
Company is searching for a viable entity upon which to merge and/or acquire.
The Company intends on going public in order to raise the funds required in
order to fulfill its business objectives.

	The Company's fiscal year end is August 31.

	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 generally accepted accounting principles.

	Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles 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 of
common shares outstanding for a period, if dilutive.  All potentially dilutive
securities have been excluded from the computation, as their effect is anti-
dilutive.


                             SMART WORLD UNITED, INC.
                           (A Development Stage Company)
                           Notes To Financial Statements
                                August 31, 2001

	Fair Value of Financial Instruments

The carrying amount of accounts payable and advance from shareholder are
considered to be representative of their respective fair values 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 2 - Capital Stock Transactions

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

Note 3 - Advance from Shareholder

An officer of the Company advanced cash to the Company for start-up
incorporation costs of $545. This advance was unsecured, bears no interest, and
is due on demand.

Note 4 - Going Concern:

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.  The Company operations are in the development stage
and the Company has generated no income.

The future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed products 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 May 22, 2002, of the balance
sheets of Smart World United, Inc. as of August 31, 2001 and 2000 and the
related statements of operations, stockholders' equity and cash flows for the
years then ended, which report appears in the August 31, 2001 annual report on
Form 10-KSB of Smart World United, Inc.


Michael Johnson & Co. LLP