U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For quarterly period ended June 30, 2001

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _______ to __________

                       Commission File Number: 000-30213

                             Card-Smart Corporation
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

             Nevada                                52-2043569
   -----------------------------      -----------------------------------
  (State or other jurisdiction of     (I.R.S. Employer Identification No.)
   incorporation or organization)

      38820 N. 25th Avenue, Phoenix, AZ                   85086
  ----------------------------------------            -------------
  (Address of principal executive offices)             (zip code)


                1-602-617-4456 (Phone) 1-480-905-8078 (FAX)
                -------------------------------------------
                         Issuer's Telephone Number

Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days

                                           Yes [   ]      No [ X ]

State the number of shares outstanding for each of the issuer's
classes of Common Stock as of the last practical date:

Common Stock, $0.001 par value per share, 25,000,000 shares authorized,
9,360,000 issued and outstanding as of June 30, 2001.  No Preferred
are authorized nor outstanding as of June 30, 2001.

Transactional Small Business Disclosure Format

                                           Yes [   ]      No [ X ]


                                     -1-

<PAGE>




                              CARD-SMART CORPORATION
                                TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   3
          CPA Review Letter....................................   4
          Balance Sheet (unaudited)............................   5
          Statements of Operations (unaudited).................   6
          Statements of Cash Flows (unaudited).................   7
          Notes to Financial Statements........................   8

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   9


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   15

Item 2.   Changes in Securities and Use of Proceeds............   15

Item 3.   Defaults upon Senior Securities......................   15

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................   15

Item 5.   Other Information.....................................  15

Item 6.   Exhibits and Reports on Form 8-K......................  15

Signatures......................................................  16


                                     -2-


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the six months ended June 30, 2001.  The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented.  The
unaudited financial statements of registrant for the six months ended
June 30, 2001, follow.


                                      -3-

<PAGE>

G. BRAD BECKSTEAD
---------------------------
Certified Public Accountant

                                                  330 E. Warm Springs
                                                 Las Vegas, NV  89119
                                                         702.528.1984
                                                  425.928.2877 (efax)

                INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                --------------------------------------

July 30, 2001

Board of Directors
Card Smart Corp.
(a Development Stage Company)
Las Vegas, NV

I have reviewed the accompanying balance sheet of Card Smart Corp. (a
Nevada corporation) (a development stage company) as of June 30, 2001 and
the related statements of operations for the three-months and six-months
ended June 30, 2001 and 2000 and for the period May 1, 1998 (Inception)
to June 30, 2001, and statements of cash flows for the six-month period
ending June 30, 2001 and 2000 and for the period May 1, 1998 (Inception)
to June 30, 2001.  These financial statements are the responsibility of
the Company's management.

I conducted my reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data, and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the objective
of expressing an opinion regarding the financial statements taken as a
whole.  Accordingly, I do not express such an opinion.

Based on my reviews, I am not aware of any material modifications that
should be made to the accompanying financial statements referred to above
for them to be in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has had limited operations and has not
commenced planned principal operations.  This raises substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Note 2.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

I have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Card Smart Corp. (a development stage
company) as of December 31, 2000, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended
(not presented herein) and in my report dated March 21, 2001, I expressed
an unqualified opinion on those financial statements.



/s/ G. Brad Beckstead
---------------------------
    G. Brad Beckstead, CPA

                                     -4-

<PAGE>


                            Card Smart Corp.
                    (a Development Stage Company)
                            Balance Sheet


<TABLE>
<CAPTION>

BALANCE SHEET
                                          (unaudited)
                                           June 30,       December 31,
                                             2001            2000
                                           -----------     ------------
Assets
<S>                                        <C>              <C>
Current assets:
   Cash and equivalents                    $       27      $       87
                                           ----------      ----------
   Total current assets                            27              87
                                            ----------      ---------
Total Assets                               $       27      $       87
                                           ==========      ==========
Liabilities and Stockholders' Equity

Current liabilities
   Officer advances                        $    1,000      $    1,000
                                           ----------      ----------
    Total current liabilities                   1,000           1,000
                                           ----------      ----------
Stockholders' Equity:

Common stock, $0.001 par value,
25,000,000 shares authorized,
9,360,000 shares issued
and outstanding                                 9,360           9,360

Additional paid-in capital                     41,740          41,740

Deficit accumulated during
   development stage                          (52,073)        (52,013)
                                           ----------      ----------
Total stockholders' equity                       (973)           (913)
                                           ----------      ----------
Total Liabilities and Stockholders' Equity  $      27      $       87
                                           ==========      ==========

</TABLE>

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

                                     -5-

<PAGE>

                              Card Smart Corp.
                       (a Development Stage Company)

                           Statement of Operations
                                 (unaudited)
     For the Three Months and Six Months Ending June 30, 2001 and 2000
       and For the Period May 1, 1998 (Inception) to June 30, 2001

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                       Three Months Ending  Six Months Ending    May 1, 1998
                       -------------------  -----------------   (Inception) to
                        June 30,  June 30,  June 30, June 30,      June 30,
                          2001      2000      2001     2000         2001
                       ----------  -------  -------- --------  --------------
<S>                     <C>        <C>       <C>       <C>       <C>

Revenue                 $      -   $      -  $      -  $      -  $    775
                        --------   --------  --------  --------  --------
Expenses:
  General
  administrative
  expenses                    30         30        60    23,828    52,073
                        --------   --------  --------  --------  --------
Total expenses                30         30        60    23,828    52,073
                        --------   --------  --------  --------  --------
Net (loss)              $    (30)  $    (30) $    (60) $(23,828) $(52,073)
                        =========  ========= ========= ========= =========
Weighted average
number of
common shares
outstanding             9,360,000  9,360,000 9,360,000 9,360,000 9,216,872
                        =========  ========= ========= ========= =========

Net loss per share      $  (0.00)  $  (0.00) $  (0.00) $  (0.00) $  (0.01)
                        =========  ========= ========= ========= =========

</TABLE>

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

                                     -6-

<PAGE>

                              Card Smart Corp.
                       (a Development Stage Company)

                            Statement of Cash Flows
           For the Six Months Ending June 30, 2001 and 2000
        and For the Period May 1, 1998 (Inception) to June 30, 2001



<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                          Six Months Ending    May 1, 1998
                                                June 30,      (Inception) to
                                         --------------------     June 30,
                                          2001          2000        2001
                                         ---------    ---------   ----------
Cash flows from operating activities
<S>                                      <C>          <C>         <C>
Net loss                                 $    (60)    $ (23,828)  $ (52,073)
Adjustments to reconcile net
Loss to net cash provided
(used) by operating activities:
Increase in other current liabilities           -             -       1,000
                                         --------     ---------   ---------
Net cash used by
   operating activities                       (60)      (23,828)  $(51,073)
                                         --------     ---------   ---------
Cash flows from investing activities
                                         --------     ---------   ---------
Net cash used
by investing activities                         -             -           -
                                         --------     ---------   ---------
Cash flows from financing activities
Donated capital                                 -             -         100
Issuance of common stock                        -        23,990      51,000
                                         --------     ---------   ---------
Net cash provided by
   financing activities                         -        23,990      51,000
                                         --------     ---------   ---------
Net (decrease) increase in cash               (60)          162          27
Cash - beginning                               87            30           -
                                         --------     ---------   ---------
Cash - ending                            $     27      $    192   $      27
                                         ========      ========   =========
Supplemental disclosures:

   Interest paid                         $      -      $      -   $       -
                                         ========      ========   =========
   Income taxes paid                     $      -      $      -   $       -
                                         ========      ========   =========

Non-cash investing and financing
activities
  Common stock issued for services       $      -      $      -   $   2,000
                                         ========      ========   =========
  Number of shares issued for services          -             -   6,000,000
                                         ========      ========   =========

</TABLE>

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

                                      -7-

<PAGE>
                                Card Smart Corp
                                    Notes


Note 1 - Basis of presentation

The interim financial statements included herein, presented in accordance
with United States generally accepted accounting principles and stated in
US dollars, have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management are necessary for fair
presentation of the information contained therein.  It is suggested that
these interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2000
and notes thereto included in the Company's 10-KSB annual report.  The
Company follows the same accounting policies in the preparation of
interim reports.

Note 2 - Going concern

These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business.  As at June 30, 2001,
the Company has not recognized revenue to date and has accumulated
operating losses of approximately $52,073 since inception.  The Company's
ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve
and maintain profitable operations.  Management plans to raise equity
capital to finance the operating and capital requirements of the Company.
Amounts raised will be used for further development of the Company's
products, to provide financing for marketing and promotion, to secure
additional property and equipment, and for other working capital purposes.
While the Company is expending its best efforts to achieve the above
plans, there is no assurance that any such activity will generate funds
that will be available for operations.



                                    -8-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

The Company is developmental stage company, which plans to market Smart Cards
To hotels, resorts, cruise lines and casinos using Smart Cards (plastic cards
with embedded microprocessors) and support these services through its future
Web site.  Management of company believes that they can deliver a more cost-
effective turn-key program with the ability to share consumer  information and
profiles between clients and  build a comprehensive database for resale.  The
Company hopes to provide solutions for the growing demand in application of
computers in the wallet or what have been termed Smart Cards, and the
implementation of loyalty programs based on the technology.

The Company plans to provide consumer credit tracking and loyalty programs
for specialized market niches focused toward the resort and cruise markets
through the use of Smart Cards.  The Card-Smart Cards are designed to
eliminate growing  transaction charges by creating an internal credit system for
each client while adding photo identification for security verification.  The
Company plans to contract with Gemplus a major worldwide provider of Smart Card
solutions, for use of their technology platform.  At this time, no contract has
been made between the Company and Gemplus.  Gemplus has developed a flexible,
configurable technology engine which offers  merchants a method to retain
customers as compared to traditional stand alone paper card alternatives.  Any
potential revenue which the Company might generate would be derived from sales
by the Company to hotels, casinos, cruise lines and resorts, which generally
achieve full occupancy levels and consistent sold out turnover.

Management believes that placing this technology into foreign resorts would
enhance the Company's revenues as wholesaler volume discounts for hardware would
then be made available to these customers from the Company.  The Company hopes
to also achieve revenues from maintenance contracts and supply of new cards.

Management believes their product has value for the following reasons:

1)   Client resorts would be able to bypass numerous credit card transaction
     fees by providing Card-Smart Corporation with an adjustable credit value.
     Card-Smart Card holder would pay for the credit value once at the beginning
     of their vacation using Visa, MasterCard  Traveler' Cheques, etc. This
     would mean one transaction fee to the client.  Thereafter, there would
     be no transaction fees involved in using the Card-Smart Cards.  If the
     credit limit runs out, the Card-Smart card holders can add more credit
     to their card via regular payment methods.

2)   Card-Smart plans to have the digitized photograph of the Card-Smart Card
     holder placed in a database  accessible to resort cashiers to verify that
     the particular person is a Card-Smart Card holder.  The credit total and
     transaction history would be tracked through this database.  Additionally,
     the Card-Smart would have the Card-Smart card holder's picture printed on
     the card itself.

3)   Loyalty programs with reward points could be built into the card program as
     an added value and customization for the client resort.  At the end of the
     vacation  period, any remaining credit would be refunded to the Card-Smart
     card holder.


                                     -9-

<PAGE>

Going Concern - The Company experienced operating losses for the period ended
June 30, 2001.  The financial statements have been prepared assuming the
Company will continue to operate as a going concern which contemplates the
realization of assets and the settlement of liabilities in the normal course
of business.  No adjustment has been made to the recorded amount of assets or
the recorded amount or classification of liabilities which  would be required
if the Company were unable to continue its operations.  As discussed in Note
#2 of the notes to the financial statements, without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.
It is management's plan to seek additional capital through a merger with an
existing operating company.

Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.

Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share".  Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would have resulted
if dilative common stock equivalents had been converted to common stock. As
of June 30, 2001, the Company had no dilative common stock equivalents
such as stock options.

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern. It is the intent of the Company to seek a merger with an
existing, operating company.


Results of Operations
---------------------

The Company is developmental stage company, which plans to market Smart Cards
to hotels, resorts, cruise lines and casinos using Smart Cards (plastic cards
with embedded microprocessors) and support these services through its Web
site, i.e.,www.card-smart.com.  Management of company believes that they can
deliver a more cost-effective turn-key program with the ability to share
consumer information and profiles between clients and build a comprehensive
database for resale.  The Company hopes to provide solutions for the growing
demand in application of computers in the wallet or what have been termed
Smart Cards, and the implementation of loyalty programs based on the
technology (See "Business of the Company").  The Company plans to provide
consumer credit tracking and loyalty programs for specialized market niches
focused toward the resort and cruise markets through the use of Smart Cards.
The Card-Smart Cards are designed to eliminate growing transaction charges
by creating an internal credit system for each client while adding photo
identification for security verification.  The Company plans to contract with
Gemplus a major worldwide provider of Smart Card solutions, for use of their
technology platform.  At this time, no contract has been made between the
Company and Gemplus.  Gemplus has developed a flexible, configurable
technology engine which offers merchants a method to retain customers as
compared to traditional stand alone paper card alternatives.  Any potential
revenue which the Company might generate would be derived from sales by the
Company to hotels, casinos, cruise lines and resorts, which generally achieve
full occupancy levels and consistent sold out turnover. Management believes
that placing this technology into foreign resorts would enhance the Company's
revenues as wholesaler volume discounts for hardware would then be made
available to these customers from the Company.  The Company hopes to also
achieve revenues from maintenance contracts and supply of new cards.
Management believes their product has value for the following reasons:


                                     -10-

<PAGE>

1) Client resorts would be able to bypass numerous credit card transaction
fees by providing Card-Smart holders with an adjustable credit value.
Card-Smart Card holder would pay for the credit value once at the beginning
of their vacation using Visa, MasterCard, Traveler's Cheques, etc.  This
would mean one transaction fee to the client. Thereafter, there would be
no transaction fees involved in using the Card-Smart Cards.  If the credit
limit runs out, the Card-Smart Card holders can add more credit to their
card via regular payment methods.  2) Card-Smart plans to have the
digitized photograph of the Card-Smart Card holder placed in a database
accessible to resort cashiers to verify that the particular person is a
Card-Smart Card holder.  The credit total and transaction history would be
tracked through this database.  Additionally, the Card-Smart would have
the Card-Smart Card holder's picture printed on the card itself.  3) Loyalty
programs with reward points could be built into the card program as an
added value and customization for the client resort.  At the end of the
vacation period, any remaining credit would be refunded to the Card-Smart
Card holder.


Plan of Operations
------------------

The Company had a $ $52,073 loss since its inception on May 1, 1998
through June 30, 2001.  For the second six months of the calendar year
ended June 30, 2001, the Company experienced a loss of $60.  These minimal
expenses were classified as general administrative expenses, this compares
to a net loss of $23,828 for the same period last year.  The Company was
less active in the Second Quarter this year versus the same period last
year.  The Company neither owns nor leases any real or personal property.
An officer of the corporation provides office services without charge.  Such
costs are immaterial to the financial statements and accordingly, have not
been reflected therein.  The officers and directors of the Company are
involved in other business activities and may in the future, become involved
in other business opportunities.  If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company
and their other business interests.  The Company has not formulated a policy
for the resolution of such conflicts.

The Company maintains a cash balance of $27.00, as of June 30, 2001, in a non-
interest-bearing bank that currently does not exceed federally insured limits.
Miscellaneous expenses to keep the Company active were covered by the
President of the Company, who does not expect reimbursement for said expenses.
The Company does not have any material commitments for capital expenditures.


                                     -11-

<PAGE>


Liquidity and Capital Resources
-------------------------------

An original stock offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504, of the Act, a total of two
million (2,000,000) shares of its common stock were  purchased by the six
founders of the Company, on May 15, 1998 for cash.  Between July 10 and July
15, 1998, the Company sold One Million (1,000,000) shares of its common stock
in connection with a public offering at a price of $0.025 per share.  On or
about July 15, 1998, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation  "D," Rule 504 of the
Securities Act of 1933, as amended, whereby it sold one million  (1,000,000)
shares of the Common Stock of the Company for twenty-five thousand ($25,000)
dollars to approximately twenty-five (25) unaffiliated shareholders of
record. The Company filed an original Form D with the Securities and
Exchange Commission on or about July 20, 1998.  On January 11, 2000, the
company completed a subsequent Public Offering that was offered without
registration under the Securities Act of 1933, as amended (The "Act"), in
reliance upon the exemption from registration afforded by sections 4(2)
and 3 (b) of the Securities Act and Regulation "D" promulgated thereunder.

On January 11, 2000, management completed a securities offering to obtain
additional funding in the amount of $24,000.00. The securities offering
was at $0.20 per share and the Company sold 120,000 shares of common stock.
The proceeds of the offering were used for general corporate purposes.

On May 25, 2000, the Company approved a forward stock split on the basis
of 3 for 1, thus increasing the common stock from 3,120,000 shares to
9,360,000 shares.

As of June 30, 2001, the Company has nine million six hundred sixty
thousand  (9,360,000) shares of its $0.001 par value common voting stock
issued and outstanding  which are held by approximately thirty (30)
shareholders, including the six founding shareholders, of record.

Management fully anticipates that the proceeds from the sale of all of the
common shares sold in the offering delineated above will be sufficient to
provide the Company's capital needs for the next twelve (12) months.  If the
Company cannot generate sufficient revenues or raise money in the next 12
months, it is most likely the company will not be able to stay in business.
Card-Smart Corp is a developmental stage company.  The Company does not
anticipate any revenues until it can identify and sell customers its
products.



                                     -12-

<PAGE>


The Company currently anticipates that it has enough available funds to meet
its anticipated needs for working capital, capital expenditures and business
expansion for the next twelve (12) months.  The Company expects that it will
continue to experience negative operating cash flow for the foreseeable future
as a result of significant spending on advertising and infrastructure.  The
Company does not have significant cash or other material assets, nor does it
have an established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern.  It is, however, the intent of
the Company to seek to raise additional capital via a private placement
offering pursuant to Regulation "D" Rule 505 or 506 or a private placement
once the Company is trading on OTC-BB.  If the Company needs to raise
additional funds in order to fund expansion, develop new or enhanced services
or products, respond to competitive pressures or acquire complementary
products, businesses or technologies, any additional funds raised through
the issuance of equity or convertible debt securities, the percentage
ownership of the stockholders of the Company will be reduced, stockholders
may experience additional dilution and such securities may have rights,
preferences or privileges senior to those of the Company's Common Stock.
The Company does not currently have any contractual restrictions on its
ability to incur debt and, accordingly, the Company could incur significant
amounts of indebtedness to finance its operations.  Any such indebtedness
could contain covenants which would restrict the Company's operations.  There
can be no assurance that additional financing will be available on terms
favorable to the Company, or at all.  If adequate funds are not available or
are not available on acceptable terms, the Company may not be able to
continue in business, or to a lessor extent not be able to take advantage
of acquisition opportunities, develop or enhance services or products or
respond to competitive pressures.  The Company does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to continue
as a going concern.  The Company does not have any preliminary agreements or
understandings between the Company and its stockholders/officers and directors
with respect to loans or financing to operate the Company.

Market For Company's Common Stock
---------------------------------

The common stock of the Company is currently not traded on the NASDAQ OTC
Bulletin Board or any other formal or national securities exchange.  There
is no trading market for the Company's Common Stock at present and there has
been no trading market to date.

There is currently no Common Stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's
common stock.

Dividend Policy
---------------

The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.

                                     -13-

<PAGE>

Forward-Looking Statements
--------------------------

This Report contains forward-looking statements, which are generally
identified by words such as "may", "should", "seeks", "believes",
"expects", "intends", "estimates", "projects", "strategy" and similar
expressions.  Those statements may include statements regarding
the intent, belief, expectation, strategies or projections of the
registrant and its management at the time. Forward-looking statements are
subject to a number of known and unknown risks and uncertainties that
could cause actual results to differ materially from those projected,
expressed or implied in the forward-looking statements. These risks and
uncertainties, many of which are not within the registrant's control,
include, but are not limited to, the uncertainty of potential manufacturing
difficulties, the dependence on key personnel, the possible impact of
competitive products and pricing, the registrant's continued ability
to finance its operations, general economic conditions and the achievement
and maintenance of profitable operations and positive cash flow.

We caution readers that these forward-looking statements speak only as of
the date hereof. We hereby expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any such statements to
reflect any changes in our expectations or any change in events, conditions or
circumstances on which such statement is based.


                                     -14-

<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

None.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended June 30, 2001, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

ITEM 6.   Exhibits and Reports on Form 8-K.

The Company filed a Current Report dated March 21, 2000 on Form 8-K containing
information pursuant to Item 4 ("Changes in Accountants") entitled "Changes in
Registrant's Certifying Account."

  3     Articles of Incorporation & By-Laws

               (a) Articles of Incorporation of the Company filed May
               1, 1998.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form 10-SB, previously filed
               with the Commission on April 4, 2000.

               (b) By-Laws of the Company adopted May 1, 1998.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission on April 4, 2000.

  4     Instruments Defining the Rights of Security Holders

               (a) Facsimile of specimen common stock certificate,
               incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission on April 4, 2000.

  13    Annual or Quarterly Reports

               (a) Form 10-KSB for the year ended December 31, 2000.
               Incorporated by reference to the Company's Annual
               Report for Small Business Issuers on Form 10-KSB,
               previously filed with the Commission.

               (b) Form 10-QSB for the Quarter ended June 30, 2000;
               September 30, 2000; March 31, 2001, Incorporated by
               reference to the Company's Quarterly Report for Small
               Business Issuers on Form 10-QSB, previously filed with
               the Commission.

  23    Consent of Experts and Counsel

               Consent of Independent Public Accountant


                                     -15-


<PAGE>


                                SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf by the undersigned, hereunto duly authorized.


                              Card-Smart Corporation
                              ----------------------
                                   (Registrant)

Dated:  August 2, 2001

By:  /s/ Georgios Polyhronopoulos
------------------------------------
Georgios Polyhronopoulos
Chairman of the Board
President and Chief Executive Officer

Dated:  August 2, 2001

By:  /s/ Larry L. Richardson
------------------------------
Larry L. Richardson
Director, Corporate Secretary


                                     -16-


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