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 March 31, 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 March 31, 2001.  No Preferred
are authorized nor outstanding as of March 31, 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........................  8-12

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   13


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   19

Item 2.   Changes in Securities and Use of Proceeds............   19

Item 3.   Defaults upon Senior Securities......................   19

Item 4.   Submission of Matters to a Vote
           of Security Holders.................................   19

Item 5.   Other Information.....................................  19

Item 6.   Exhibits and Reports on Form 8-K......................  19

Signatures......................................................  20


                                     -2-


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

The audited financial statements of registrant for the period ended
March 31, 2001, 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>


                       INDEPENDENT AUDITORS' REPORT

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
                   --------------------------------------

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 March 31, 2001 and
the related statements of operations for the three-months ended March 31,
2001 and 2000 and for the period May 1, 1998 (Inception) to March 31, 2001,
and statements of cash flows for the three-month period ending March 31,
2001 and 2000 and for the period May 1, 1998 (Inception) to March 31, 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 5 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 5.  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

May 9, 2001

 ......................................-4-

<PAGE>

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


<TABLE>
<CAPTION>

BALANCE SHEET
                                          (unaudited)
                                           March 31,       December 31,
                                             2001            2000
                                           -----------     ------------
Assets
<S>                                        <C>              <C>
Current assets:
   Cash                                    $       57      $       87
                                           ----------      ----------
   Total current assets                            57              87
                                            ----------      ---------
Total Assets                               $       57      $       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                          (52,043)        (52,013)
                                           ----------      ----------
Total stockholders' equity                       (943)           (913)
                                           ----------      ----------
Total Liabilities and Stockholders' Equity  $      57      $       87
                                           ==========      ==========

</TABLE>

   The Accompanying Notes are an Intregal Part of These Financial Statements.

                                     -5-

<PAGE>

                              Card Smart Corp.
                       (a Development Stage Company)

                           Statement of Operations
                                 (unaudited)
           For the Three Months Ending March 31, 2001 and 2000
       and For the Period May 1, 1998 (Inception) to March 31, 2001

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS


                                          Three Months Ending     May 1, 1998
                                                March 31,       (Inception) to
                                         --------------------      March 31,
                                          2001          2000          2001
                                         ---------    ---------   ------------
<S>                                      <C>          <C>          <C>
Revenue                                  $     -      $      -     $       -
                                         --------     ---------    ---------
Expenses:
  General administrative expenses             30        23,798        52,043
                                         --------     ---------    ---------
Total expenses                                30        23,798        52,043
                                         --------     ---------    ---------
Net (loss)                              $    (30)    $ (23,798)    $ (52,043)
                                        =========    ==========    ==========
Weighted average
number of
common shares
outstanding                             9,360,000    9,360,000     9,360,000
                                       ==========    =========    ==========

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

</TABLE>

   The Accompanying Notes are an Intregal Part of These Financial Statements.


                                     -6-

<PAGE>

                              Card Smart Corp.
                       (a Development Stage Company)

                            Statement of Cash Flows
           For the Three Months Ending March 31, 2001 and 2000
        and For the Period May 2, 1998 (Inception) to March 31, 2001



<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                          Three Months Ending     May 1, 1998
                                                March 31,       (Inception) to
                                         --------------------      March 31,
                                          2001          2000          2001
                                         ---------    ---------   ------------
Cash flows from operating activities
<S>                                      <C>          <C>         <C>
Net loss                                 $    (30)    $ (23,798)  $ (52,043)
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                       (30)      (23,798)  $ (51,043)
                                         --------     ---------   ----------
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               (30)          192          57
Cash - beginning                               87            30           -
                                         --------     ---------   ---------
Cash - ending                            $     57      $    222   $      57
                                         ========      ========   =========
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 Intregal Part of These Financial Statements.

                                      -7-

<PAGE>

                              CARD-SMART CORP.
                        (A Development Stage Company)
                        Notes to Financial Statements
                    March 31, 2001, and December 31, 1999


                                Card Smart Corp
                                   Notes

Note 1 - Significant accounting policies and procedures

Organization
------------

The Company was organized May 1, 1998 (Date of Inception) under the laws
of the State of Nevada, as Card Smart Corp.  The Company is authorized to
issue 25,000,000 shares of $0.001 par value common stock.  The Company has
limited operations, and in accordance with SFAS #7, the Company is
considered a development stage company.

Estimates
---------

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period.  Actual results could differ from those
estimates.

Cash and cash equivalents
-------------------------

The Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits.  For the purpose of the
statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents.

Revenue recognition
-------------------

The Company recognizes revenue on an accrual basis as it invoices for
services.

Reporting on the costs of start-up activities
---------------------------------------------

Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
Activities," which provides guidance on the financial reporting of start-up
costs and organizational costs, requires most costs of start-up activities
and organizational costs to be expensed as incurred.  SOP 98-5 is effective
for fiscal years beginning after December 15, 1998.  With the adoption of
SOP 98-5, there has been little or no effect on the Company's financial
statements.

Loss per share
--------------

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.  The Company had no dilutive common stock equivalents, such as
stock options or warrants as of March 31, 2001.


                                       -8-

<PAGE>


                                Card Smart Corp
                                   Notes

Advertising Costs
-----------------

The Company expenses all costs of advertising as incurred.  There were no
advertising costs included in selling, general and administrative expenses
in 2001.

Fair value of financial instruments
-----------------------------------

Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of March
31, 2001.  The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash and accounts payable. Fair values were assumed
to approximate carrying values for cash and payables because they are
short term in nature and their carrying amounts approximate fair values or
they are payable on demand.

Impairment of long lived assets
-------------------------------

Long lived assets held and used by the Company are reviewed for possible
impairment whenever events or circumstances indicate the carrying amount of
an asset may not be recoverable or is impaired.  No such impairments have
been identified by management at March 31, 2001.

Segment reporting
-----------------

The Company follows Statement of Financial Accounting Standards No. 130,
"Disclosures About Segments of an Enterprise and Related Information".  The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.

Dividends
---------

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

                                     -9-
<PAGE>


                                Card Smart Corp
                                   Notes



Recent pronouncements
---------------------

The FASB recently issued Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB
Statement No. 133".  The Statement defers for one year the effective date
of FASB Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities".  The rule now will apply to all fiscal quarters of
all fiscal years beginning after June 15, 2000.  In June 1998, the FASB
issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities."  The Statement will require the company to recognize all
derivatives on the balance sheet at fair value.  Derivatives that are not
hedges must be adjusted to fair value through income, if the derivative is
a hedge, depending on the nature of the hedge, changes in the fair value
of derivatives will either be offset against the change in fair value of
the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is
recognized in earnings.  The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings.  The company
does not expect SFAS No. 133 to have a material impact on earning s and
financial position.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB No. 101), which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements.  SAB No. 101 did not impact
the company's revenue recognition policies.

Note 2 - Income taxes

Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes".  A deferred tax asset or liability is
recorded for all temporary differences between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year
of deferred tax assets and liabilities.  There is no provision for income
taxes for the period ended March 31, 2001 due to net losses and
insignificant net income.

Note 3 - Stockholder's equity

The Company is authorized to issue 25,000,000 shares of its $0.001 par
value common stock.

All references to shares issued and outstanding reflect the 3-for-1 stock
split effected July 15, 1998.

On May 15, 1998, the Company issued 6,000,000 shares of its $.001 par
value common stock to its officers as founders stock issued for services.

                                   -10-
<PAGE>

                                Card Smart Corp
                                   Notes



On July 15, 1998, the Company completed its Regulation D, Rule 504 of the
Securities and Exchange Commission Act of 1933, offering.  Pursuant to
the offering, the Company issued 3,000,000 of its $.001 par value common
stock for cash totaling $25,000.

On May 15, 1999, an officer of the Company donated capital in the amount
of $100.

On January 11, 2000, the company issued 360,000 shares of its $.001 par
value common stock for cash totaling $24,000.

There have been no other issuances of common stock.

Note 4 - 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 not commenced
its planned principal operations.  Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern.


                                     -11-

<PAGE>


                                Card Smart Corp
                                   Notes

Note 5 - Related party transactions

Office space and services are provided without charge by a director and
shareholder.  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.

Note 6 - Warrants and options

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

                                    -12-
<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.


                                     -13-

<PAGE>

Going Concern - The Company experienced operating losses for the period ended
March 31, 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
#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 March 31, 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:


                                     -14-

<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 $ $52,043 loss since its inception on May 1, 1998
through March 31, 2001.  For the first three months of the calendar year
ended March 31, 2001, the Company experienced a loss of $30.  These minimal
expenses were classified as General administrative expenses, this compares
to a net loss of $23,798 for the same period last year.  The Company was
less active in the First 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 $57, as of March 31, 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.


                                     -15-

<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 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.

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 March 31, 2001, the Company has nine million three 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 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.



                                     -16-

<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.

                                     -17-

<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.


                                     -18-

<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 March 31, 2001, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

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

None.

                                     -19-


<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:  May 16, 2001

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

Dated:  May 16, 2001

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


                                     -20-


<PAGE>