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 September 30, 2000

[ ]   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 Corp.
                 ----------------------------------------------
                 (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 September 30, 2000.  No Preferred
are authorized nor outstanding as of September 30, 2000.

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
          Independent Auditor's Review Letter..................   4
          Balance Sheet (audited).............................   5-6
          Statements of Operations (audited)...................  7-8
          Statements in Changes in Stockholders' Equity........   9
          Statements of Cash Flows (audited)................... 10-11
          Notes to Financial Statements........................ 12-13

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   14

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   17

Item 2.   Changes in Securities and Use of Proceeds............   17
Item 3.   Defaults upon Senior Securities......................   17

Item 4.   Submission of Matters to a Vote
          of Security Holders .................................   17

Item 5.   Other Information.....................................  17

Item 6.   Exhibits and Reports on Form 8-K......................  17

Signatures......................................................  18


                                     - 2 -


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The audited financial statements of registrant for the period
ended September 30, 2000, follow.  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.


                                - 3 -

<PAGE>

Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414

                       INDEPENDENT AUDITORS' REPORT


Board of Directors                                     November 15, 2000
CARD-SMART CORP.
Minden, Nevada


I have audited the accompanying Balance Sheet of CARD-SMART CORP.  (A
Development Stage Company), as of September 30, 2000, and December 31,
1999, and the related statement of stockholders' equity for September 30,
2000, and December 31, 1999, and statements of operations and cash flows
for the nine months ended September 30, 2000, and September 30, 1999, the
year ended December 31, 1999, the period May 1, 1998, (inception), to
December 31, 1998, and the period May 1, 1998, (inception), to September 30,
2000.  These Financial Statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on
these Financial Statements based on my audit.

I conducted my 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.  I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the Financial Statements referred to above present fairly, in
all material respects, the financial position of CARD-SMART CORP.  (A
Development Stage Company), as of September 30, 2000, and December 31, 1999,
and the related statement of stockholders' equity for September 30, 2000,
and December 31, 1999, and statements of operations and cash flows for the
nine months ended September 30, 2000, and September 30, 1999, the year ended
December 31, 1999, the period May 1, 1998, (inception), to December 31, 1998,
and the period May 1, 1998, (inception), to September 30, 2000, 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 #5 to the Financial
Statements, the Company has had no operations and has no established source
of revenue.  This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters is described in
Note #5.  These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414



                                  - 4 -

<PAGE>

                              CARD-SMART CORP.
                        (A Development Stage Company)

                               BALANCE SHEET

<TABLE>
<CAPTION>

ASSETS

                                         9 Mos. Ending   Year Ended
                                         Sep. 30, 2000   Dec. 31, 1999
                                         -------------   -------------
<S>                                      <C>              <C>
CURRENT ASSETS

Cash                                     $      162       $        0
                                         ----------       ----------
   TOTAL CURRENT ASSETS                  $      162       $        0

OTHER ASSETS                             $        0       $        0
                                         ----------       ----------
   TOTAL OTHER ASSETS                    $        0       $        0

TOTAL ASSETS                             $      162       $        0
                                         ==========       ==========

</TABLE>


The accompanying notes are an integral part of these financial statements

                                     - 5 -

<PAGE>

                              CARD-SMART CORP.
                        (A Development Stage Company)

                                 BALANCE SHEET
<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY


                                         9 Mos. Ending   Year Ended
                                         Sep. 30, 2000   Dec. 31, 1999
                                         -------------   -------------
<S>                                      <C>              <C>
CURRENT LIABILITIES

Officers Advances (Note #6)              $     1,030      $        0
                                         -----------      ----------
TOTAL CURRENT LIABILITIES                $     1,030      $        0

STOCKHOLDERS EQUITY (Note #4)

Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
December 31, 1999 - 3,000,000 shares                       $    3,000
September 30, 2000 - 9,360,000 shares     $    9,360

Additional paid in Capital                    41,640           24,000

Accumulated loss during
the development stage                        -51,868          -27,000

TOTAL STOCKHOLDERS' EQUITY                $     -868       $        0
                                          ----------       ----------

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                       $      162       $        0
                                          ==========       ==========

</TABLE>



The accompanying notes are an integral part of these financial statements

                                        - 6 -
<PAGE>

                              CARD-SMART CORP.
                        (A Development Stage Company)


<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS


                   3 Mos. Ended   3 Mos. Ended   9 Mos. Ended   9 Mos. Ended
                      Sep. 30,       Sep. 30,       Sep. 30,       Sep. 30,
                       2000           1999           2000           1999
                  -----------------------------------------------------------
<S>                    <C>          <C>          <C>            <C>
REVENUE                $       0    $       0    $       0      $        0

EXPENSES
General and
Administrative         $   1,030    $       0    $  24,868      $        0
                       ---------------------------------------------------
Total Expenses         $   1,030    $       0    $  24,868      $        0
                       ---------------------------------------------------

Net Profit/Loss (-)
from Operations        $ -1,030     $       0    $ -24,868      $        0
                       ===================================================

Net Loss per share -
 Basic and diluted
 (Note #2)            $ -.0001      $     NIL    $  -.0027      $      NIL
                       ===================================================
Weighted average
number of common
shares outstanding   9,360,000      9,360,000    9,360,000      9,360,000
                       ===================================================

</TABLE>

The accompanying notes are an integral part of these financial statements

                                          - 7 -

<PAGE>



                              CARD-SMART CORP.
                        (A Development Stage Company)

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS (Continued)

                                              May 1,          May 1, 1998
                                              1998, to        (Inception)
                             Year Ended       December 31,    to Sep. 30,
                             Dec. 31, 1999    1999            2000
                             ---------------------------------------------
<S>                          <C>              <C>             <C>
REVENUE                      $       0      $       0       $       0

EXPENSES
General and
Administrative               $       0      $  27,000       $  51,868
                             ----------------------------------------
TOTAL EXPENSES               $       0      $  27,000       $  51,868
                             ----------------------------------------
Net Profit/Loss (-)
from operations              $       0      $ -27,000       $ -51,868
                             ========================================

Net Loss per share -
 Basic and diluted
 (Note #2)                   $     NIL      $  -.0029       $  -.0055
                             ========================================
Weighted average
number of common
shares outstanding           9,360,000      9,360,000       9,360,000
                             ========================================

</TABLE>


The accompanying notes are an integral part of these financial statements

                                       - 8 -

<PAGE>

                              CARD-SMART CORP.
                        (A Development Stage Company)

<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                 Additional     Accumu-
                            Common     Stock     paid-in        lated
                            Shares     Amount    Capital        Deficit
                            --------------------------------------------
<S>                       <C>          <C>       <C>           <C>
May 15, 1998
Issued For Services       2,000,000    $  2,000  $     0

July 15, 1998
Stock Issued For Cash     1,000,000      +1,000   24,000

Net Loss May 1, 1998
(Inception) to
December 31, 1998                                                -27,000
                          ----------------------------------------------
Balance,
December 31, 1998         3,000,000    $  3,000  $ 24,000      $ -27,000

Net loss year ended
December 31, 1999                                                      0
                          ----------------------------------------------
Balance,
December 31, 1999         3,000,000    $  3,000  $ 24,000      $ -27,000
                          ----------------------------------------------
January 11, 2000
Stock Issued For Cash       120,000        +120   +23,880

May 25, 2000
Forward Stock Split
3:1                       6,240,000      +6,240    -6,240

Net loss
January 1, 2000 to
September 30, 2000                                               -24,868
                          ----------------------------------------------
Balance,
September 30, 2000        9,360,000    $ 9,360   $ 41,640      $ -51,868

</TABLE>


The accompanying notes are an integral part of these financial statements

                                     - 9 -

<PAGE>

                              CARD-SMART CORP.
                        (A Development Stage Company)

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS


                   3 Mos. Ended   3 Mos. Ended   9 Mos. Ended   9 Mos. Ended
                      Sep. 30,       Sep. 30,       Sep. 30,       Sep. 30,
                       2000           1999           2000           1999
                  -----------------------------------------------------------
<S>                    <C>          <C>          <C>            <C>


Cash Flow from
Operating
Activities
Net Loss               $ -1,030     $        0   $  -24,868     $        0

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Issued stock
for services                  0              0            0              0

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances        +1,000              0       +1,030              0

Net cash used in
Operating Activities   $    -30      $            $ -23,838      $       0
                       ---------------------------------------------------
Cash Flows from
Investing Activities          0              0            0              0
                       ---------------------------------------------------
Cash Flows from
Financing Activities
Issuance of Common
Stock                         0              0      +24,000              0
                       ---------------------------------------------------
Net increase
(decrease)
in cash                $    -30      $       0    $     162      $       0
                       ---------------------------------------------------
Cash,
beginning of period         192              0            0              0

Cash,
end of period          $    162              0    $     162      $       0
                       ===================================================
</TABLE>


The accompanying notes are an integral part of these financial statements

                                         - 10 -


<PAGE>


                              CARD-SMART CORP.
                        (A Development Stage Company)

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS (CONTINUED)

                                         May 1, 1998         May 1, 1998
                        Year Ended       (INCEPTION) to      (INCEPTION) to
                        Dec. 31, 1999    Dec, 31, 1998       Sep. 30, 2000
                        -------------    --------------      ----------------
<S>                     <C>              <C>                 <C>

Cash Flow from
Operating Activities
Net Loss                $        0       $   -27,000        $   -51,868

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Issued stock for
services                         0            +2,000            +2,000

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                0                0            +1,030

Net cash used in
operating Activities    $        0       $  -25,000        $  -48,838
                        ---------------------------------------------
Cash Flows from
Investing Activities             0                0                 0
                        ---------------------------------------------
Cash Flows from
Financing Activities
Issuance of Common
Stock                            0          +25,000           +49,000
                        ---------------------------------------------
Net increase
(decrease)
in cash                 $        0        $       0        $      162
                        ---------------------------------------------
Cash,
beginning of period              0                0                 0

Cash,
end of period           $        0        $       0        $      162
                        =============================================

</TABLE>


The accompanying notes are an integral part of these financial statements

                                         - 11 -


<PAGE>


                              CARD-SMART CORP.
                        (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS
                  September 30, 2000, and December 31, 1999


NOTE #1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized May 1, 1998, under the laws of the State of Nevada
as CARD-SMART CORP. The Company currently has no operations and in accordance
with SFAS #7, is considered a development company.

On May 15, 1998, the company issued 2,000,000 shares of its $0.001 par value
common stock for services of $2,000.00.

On July 15, 1998, management completed a securities offering to obtain
additional funding in the amount of $25,000.00. The securities offering was
at $0.025 per share and the Company sold 1,000,000 shares of common stock.
The proceeds of the offering were used for general corporate purposes.

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.


NOTE #2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

1.   The Company uses the accrual method of accounting.
2.   Earnings per share are computed using the weighted average number
     of common shares outstanding.
3.   The Company has not yet adopted any policy regarding payment of
     dividends. No dividends have been paid since inception.
4.   The Company has adopted December 31st as its year-end.


                                      - 12 -

<PAGE>


                              CARD-SMART CORP.
                        (A Development Stage Company)

                  NOTES TO FINANCIAL STATEMENTS (Continued)
                  September 30, 2000, and December 31, 1999


NOTE #3 - GOING CONCERN

The Company's financial statements are prepared using the 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 has no current source of revenue.  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.


NOTE #4 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares
of common stock.


NOTE #5 - RELATED PARTY TRANSACTION

The Company neither owns nor leases any real or personal property.  A
director provides office services without charge. Such costs are immaterial
to the financial statements and accordingly, have not been reflected therein.
The officer 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.


NOTE #6 - OFFICER'S ADVANCES

While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds
on behalf of the Company to pay for any costs incurred by it.  These funds
are interest free.


                                       - 13 -

<PAGE>


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

In its initial operating period May 1, 1998 (Date of inception)
through September 30, 2000, the Company incurred a net loss of $51,868
from operations.  It has yet to receive any revenues from operations.

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 three
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.
The Company sold to one (1) additional shareholders, one hundred twenty
thousand (120,000) shares of common stock at a price of $.20 per share for
a total amount raised of twenty four thousand ($24,000) dollars.  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 September 30, 2000, the Company has nine million three hundred ninety
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 three 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.

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.

                                       -14-

<PAGE>

Going Concern - The Company experienced operating losses for the period ended
September 30, 2000.  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
#3 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 September 30, 2000, 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:
1) Client resorts would be able to bypass numerous credit card transaction
fees by providing  Global Smart Cards  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


                                     -15-

<PAGE>


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 Global Card 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 $ $51,868 loss since its inception on May 1, 1998
through September 30, 2000, and a negative cash flow of $51,868 for the same
period.  For the first nine months of the calendar year ended September 30,
2000, the Company experienced a loss of $24,868.  The Bulk of this loss came
from General, Selling and Administrative expenses.  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 $162, as of September 30, 2000, in a
non-interest-bearing bank that currently does not exceed federally insured
limits.  For the purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are considered to be
cash equivalents.

Liquidity and Capital Resources

On May 15, 1998, the company issued 2,000,000 shares of its $0.001 par
value common stock for services of $2,000.00.

On July 15, 1998, management completed a securities offering to obtain
additional funding in the amount of $25,000.00. The securities offering
was at $0.025 per share and the Company sold 1,000,000 shares of common
stock. The proceeds of the offering were used for general corporate
purposes.

On January 11, 2000, management completed a securities offering to obtain
additional funding in the amount of $24,000. 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION.

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.


                                     -16-

<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 September 30, 2000, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

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

None.

                                     -17-


<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:  November 20, 2000

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

Dated:  November 20, 2000

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

                                     -18-


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