UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form 10-K





(Mark
      One)þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31, 2009OR
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





SMARTAG INTERNATIONAL,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            81-0554149(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)1328
      W. Balboa Blvd. Suite C
              Newport
      Beach, CA
            92661(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:


(949)
903-0468





Securities
registered pursuant to Section 12(b) of the Act:


Title
      of each class
            Name
      of each exchange on which registeredNone
            None





Securities
registered pursuant to Section 12(g) of the Act:





Common
Stock, par value $0.001 per share





Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Securities Act.  Yes     No þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes   No þ





Indicate
by check mark whether the registrant (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 þ
     No 





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):





Large
      accelerated filer 
            Accelerated
      filer Non-accelerated
      filer  (Do not check if a smaller reporting company)
            Smaller
      reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act).  Yes þ
     No   





As of May
12, 2010, there were 10,137,008 shares of stock held by
non-affiliates.  As of May 12, 2010, 10,137,008 shares of common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None.











FORWARD
LOOKING STATEMENTS








There are
statements in this registration statement that are not historical facts. These
“forward-looking statements” can be identified by use of terminology such as
“believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,”
“expect,” “estimate,” “project,” “positioned,” “strategy” and similar
expressions. You should be aware that these forward-looking statements are
subject to risks and uncertainties that are beyond our control. For a discussion
of these risks, you should read this entire Registration Statement carefully,
especially the risks discussed under “Risk Factors.” Although management
believes that the assumptions underlying the forward looking statements included
in this Registration Statement are reasonable, they do not guarantee our future
performance, and actual results could differ from those contemplated by these
forward looking statements. The assumptions used for purposes of the
forward-looking statements specified in the following information represent
estimates of future events and are subject to uncertainty as to possible changes
in economic, legislative, industry, and other circumstances. As a result, the
identification and interpretation of data and other information and their use in
developing and selecting assumptions from and among reasonable alternatives
require the exercise of judgment. To the extent that the assumed events do not
occur, the outcome may vary substantially from anticipated or projected results,
and, accordingly, no opinion is expressed on the achievability of those
forward-looking statements. In the light of these risks and uncertainties, there
can be no assurance that the results and events contemplated by the
forward-looking statements contained in this Registration Statement will in fact
transpire. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We do not
undertake any obligation to update or revise any forward-looking
statements.








PART I





ITEM
1                                BUSINESS





(a)
Business Development


Smartag
International, Inc., a Nevada corporation (“Smartag,” “Company,” “we,” “us,” or
“our”), was formed as Theca Corporation on March 24, 1999 in
Colorado.  The Company is in the development stage as defined in
Financial Accounting Standards Board Statement No. 7. On November 29, 2004, we
merged with Art4Love, Inc., a Delaware corporation, into Art4Love, Inc. a Nevada
corporation.  Art4love, Inc. attempted to sell and lease art to
companies and individuals from artists’ collections worldwide.  The
Company ceased operations in December 2006.





On
December 31, 2008, pursuant to a Share Purchase Agreement Chad Love Lieberman,
the Company’s former majority stockholder and President, sold to Smartag
Solutions Bhd. an aggregate of 10,000,000 shares of Company common stock (the
“Sale”) which amounted to 98.6% of the Company.





On
February 19, 2009, Art4Love changed its name to Smartag International,
Inc.





(b)
Business of Issuer


Currently,
the Company seeks suitable candidates for a business combination with a private
company.  The Company has made no efforts to identify a possible
business combination. As a result, the Company has not conducted negotiations or
entered into a letter of intent concerning any target business. The business
purpose of the Company is to seek the acquisition of, or merger with, an
existing company. The Company selected December 31 as its fiscal year
end.





The
Company is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. The
Company intends to comply with the periodic reporting requirements of the
Exchange Act for so long as it is subject to those requirements.





The
Company’s principal business objective for the next 12 months and beyond such
time will be to achieve long-term growth potential through a combination with a
business rather than immediate, short-term earnings. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





-
2 -


The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company.  As of this
date, the Company has not entered into any definitive agreement with any party,
nor have there been any specific discussions with any potential business
combination candidate regarding business opportunities for the
Company.  The Company has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts
to analyze potential acquisition targets, the Company will consider the
following kinds of factors:





a)
            Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;





b)
            Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;





c)
            Strength
      and diversity of management, either in place or scheduled for
      recruitment;





d)
            Capital
      requirements and anticipated availability of required funds, to be
      provided by the Company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements or from other
      sources;





e)
            The
      cost of participation by the Company as compared to the perceived tangible
      and intangible values and
potentials;





f)
            The
      extent to which the business opportunity can be
  advanced;





g)
            The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and





h)
            Other
      relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





Form of
Acquisition





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors may
resign and one or more new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





-
3 -





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





(c)
Reports to security holders.





(1) To
the extent required by federal and state law, the Company will deliver an annual
report to security holders.





(2) The
Company will file reports with the SEC. The Company will be a reporting company
and will comply with the requirements of the Exchange Act.





(3) The
public may read and copy any materials the Company files with the SEC at the
SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which can
be found at http://www.sec.gov.





ITEM 1.A
            RISK
      FACTORS





An
investment in the Company is highly speculative in nature and involves an
extremely high degree of risk.





The
need for audited financial statement may inhibit an acquisition.





Audited
financial statements for the applicable periods will be required to be filed
within four business days of the consummation of an acquisition with an
operating company, and the possibility that the expense and time involved in
such an endeavor may inhibit our ability to merge with another
company.





There
is currently no trading market for our common stock.





10,072,473
of the 10,137,008 outstanding shares of common stock are “restricted securities”
as defined under Rule 144 promulgated under the Securities Act and may only be
sold pursuant to an effective registration statement or an exemption from
registration, if available. The SEC has adopted final rules amending Rule 144
which became effective on February 15, 2008. These final rules may be found at:
www.sec.gov/rules/final/2007/33-8869.pdf. Pursuant to the new Rule 144, one year
must elapse from the time a “shell company”, as defined in Rule 405, ceases to
be “shell company” and files Form 10 information with the SEC, before a
restricted shareholder can resell their holdings in reliance on Rule 144. Form
10 information is equivalent to information that a company would be required to
file if it were registering a class of securities on Form 10 under the
Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule
144, restricted or unrestricted securities, that were initially issued by a
reporting or non-reporting shell company or an Issuer that has at anytime
previously a reporting or non-reporting shell company as defined in Rule 405,
can only be resold in reliance on Rule 144 if the following conditions are met:
(1) the issuer of the securities that was formerly a reporting or non-reporting
shell company has ceased to be a shell company; (2) the issuer of the securities
is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act; (3) the issuer of the securities has filed all reports and material
required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
Issuer was required to file such reports and materials), other than Form 8-K
reports and (4) at least one year has elapsed from the time the issuer filed the
current Form 10 type information with the SEC reflecting its status as an entity
that is not a shell company.





At the
present time, the Company is classified as a “shell company” as defined in Rule
12b-2 of the Securities and Exchange Act of 1934. As such, all restricted
securities presently held by the founders of the Company may not be resold in
reliance on Rule 144 until: (1) the Company files Form 10 information with the
SEC when it ceases to be a “shell company”; (2) the Company has filed all
reports as required by Section 13 and 15(d) of the Securities Act for twelve
consecutive months; and (3) one year has elapsed from the time the Company files
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.





There can
be no assurance that we will ever meet these conditions and any purchases of our
shares are subject to these restrictions on resale. A purchase of our shares may
never be available for resale as we can not be assured we will ever lose our
shell company status.





We
have a history of net losses and will not achieve or maintain
profitability.





We have a
history of incurring losses from operations. As of December 31, 2009, we
had an accumulated deficit of approximately $1,309,358, of which approximately
$1,164,967 was incurred prior to the cessation of the previous operating
business on December 31, 2006.  We anticipate that our existing cash
and cash equivalents will be sufficient to fund our business needs until
December 2009. Our ability to continue may prove more expensive than we
currently anticipate and we may incur significant additional costs and expenses
in connection with seeking a suitable transaction.





-
4 -


There
may be conflicts of interest between our management and our non-management
stockholders.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of the stockholders of the Company.  A conflict
of interest may arise between our management's personal pecuniary interest and
its fiduciary duty to our stockholders.





In
addition, our management is currently involved with other blank check companies,
and in the pursuit of business combinations, conflicts with such other blank
check companies with which it is, and may in the future become, affiliated, may
arise. If we and the other blank check companies that our management is
affiliated with desire to take advantage of the same opportunity, then those
members of management that are affiliated with both companies would abstain from
voting upon the opportunity. In the event of identical officers and directors,
the officers and directors will arbitrarily determine the company that will be
entitled to proceed with the proposed transaction.





Our
business is difficult to evaluate because we have no recent operating
history.





As the
Company has no recent operating history or revenue and only minimal assets,
there is a risk that we will be unable to continue as a going concern and
consummate a business combination. The Company has had no recent operating
history nor any revenues or earnings from operations since inception. We have no
significant assets or financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in our incurring a net
operating loss that will increase continuously until we can consummate a
business combination with a profitable business opportunity. We cannot assure
you that we can identify a suitable business opportunity and consummate a
business combination.





There
is competition for those private companies suitable for a merger transaction of
the type contemplated by management.





The
Company is in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





Future
success is highly dependent on the ability of management to locate and attract a
suitable acquisition.





The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





The
Company has no existing agreement for a business combination or other
transaction.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.





Management
intends to devote only a limited amount of time to seeking a target company
which may adversely impact our ability to identify a suitable acquisition
candidate.





While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company's affairs in total. Our officer has not
entered into a written employment agreement with us and is not expected to do so
in the foreseeable future. This limited commitment may adversely impact our
ability to identify and consummate a successful business
combination.





The
time and cost of preparing a private company to become a public reporting
company may preclude us from entering into a merger or acquisition with the most
attractive private companies.





Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.





-
5 -


The
Company may be subject to further government regulation which would adversely
affect our operations.





Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of the Investment
Company Act could subject us to material adverse consequences.





Any
potential acquisition or merger with a foreign company may subject us to
additional risks.





If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





Our
stock price is likely to be highly volatile because of several factors,
including a limited public float.





The
market price of our stock is likely to be highly volatile because there has been
a relatively thin trading market for our stock, which causes trades of small
blocks of stock to have a significant impact on our stock price. You may not be
able to resell our common stock following periods of volatility because of the
market's adverse reaction to volatility.





Other
factors that could cause such volatility may include, among other
things:





·
            announcements
      concerning our strategy,





·
            litigation;
      and





·
            general
      market conditions.





Because
our common stock is considered a "penny stock" any investment in our common
stock is considered to be a high-risk investment and is subject to restrictions
on marketability.





Our
common stock is currently traded on the OTC Pink Sheets and is considered a
"penny stock." The OTC Pink Sheets is generally regarded as a less efficient
trading market than the NASDAQ Capital Market.





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk disclosure document prepared by
the SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. The broker-dealer also must
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer and any salesperson in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for our common
stock.





Since our common stock is
subject to the regulations applicable to penny stocks, the market liquidity for
our common stock could be adversely affected because the regulations on penny
stocks could limit the ability of broker-dealers to sell our common stock and
thus your ability to sell our common stock in the secondary
market.  There is no assurance our common stock will be quoted on
NASDAQ or the NYSE or listed on any exchange, even if eligible.





-
6 -


We
have additional securities available for issuance, including preferred stock,
which if issued could adversely affect the rights of the holders of our common
stock.





Our
articles of incorporation authorize the issuance of 500,000,000 shares of common
stock and 25,000,000 shares of preferred stock.  The common stock and
the preferred stock can be issued by, and the terms of the preferred stock,
including dividend rights, voting rights, liquidation preference and conversion
rights can generally be determined by, our board of directors without
stockholder approval. Any issuance of preferred stock could adversely affect the
rights of the holders of common stock by, among other things, establishing
preferential dividends, liquidation rights or voting powers. Accordingly, our
stockholders will be dependent upon the judgment of our management in connection
with the future issuance and sale of shares of our common stock and preferred
stock, in the event that buyers can be found therefor. Any future issuances of
common stock or preferred stock would further dilute the percentage ownership of
our Company held by the public stockholders.





The
Company may be subject to certain tax consequences in our business, which may
increase our cost of doing business.





We may
not be able to structure our acquisition to result in tax-free treatment for the
companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on
consideration received in a transaction. Currently, a transaction may be
structured so as to result in tax-free treatment to both companies, as
prescribed by various federal and state tax provisions. We intend to structure
any business combination so as to minimize the federal and state tax
consequences to both us and the target entity; however, we cannot guarantee that
the business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes that may have an adverse
effect on both parties to the transaction.





Our
business will have no revenues unless and until we merge with or acquire an
operating business.





We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.





The
Company intends to issue more shares in a merger or acquisition, which will
result in substantial dilution.





Our
Certificate of Incorporation authorizes the issuance of a maximum of
500,000,000 shares of common stock and a maximum of 25,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result in
substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially and adversely
affected.





The
Company has conducted no market research or identification of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.





The
Company has neither conducted nor have others made available to us results of
market research concerning prospective business opportunities. Therefore, we
have no assurances that market demand exists for a merger or acquisition as
contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it may
be expected that any such target business or transaction will present such a
level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no assurance that we
will be able to acquire a business opportunity on terms favorable to us.
Decisions as to which business opportunity to participate in will be
unilaterally made by our management, which may act without the consent, vote or
approval of our stockholders.





Because
we may seek to complete a business combination through a “reverse merger”,
following such a transaction we may not be able to attract the attention of
major brokerage firms.





Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.





-
7 -


We
cannot assure you that following a business combination with an operating
business, our common stock will be listed on NASDAQ or any other securities
exchange.





Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.





There
is no public market for our common stock, nor have we ever paid dividends on our
common stock.





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act. Additionally, we have never paid dividends
on our common stock and do not presently intend to pay any dividends in the
foreseeable future. We anticipate that any funds available for payment of
dividends will be re-invested into the Company to further its business
strategy.





Authorization
of preferred stock.





Our
Certificate of Incorporation authorizes the issuance of up to 25,000,000 shares
of preferred stock with designations, rights and preferences determined from
time to time by its Board of Directors. Accordingly, our Board of Directors is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the common stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although we have no present intention to issue any
shares of its authorized preferred stock, there can be no assurance that the
Company will not do so in the future.





ITEM
1.B                      UNRESOLVED
STAFF COMMENTS





None.





ITEM
2                                PROPERTIES





The
Company neither rents nor owns any properties. The Company utilizes office space
provided free of charge by Smartag Solutions Bhd., our majority shareholder. The
Company will continue to maintain its offices at this address until the
consummation of a Business Combination, if ever.





ITEM
3                                LEGAL
PROCEEDINGS





We have
no outstanding, material legal proceedings.





-
8 -


PART II





ITEM
      5
            MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCAHSES OF EQUITY SECURITIES





(a) Market
Information.





The
Company’s common stock is currently quoted on the OTC Pink Sheets under the
symbol “SMRN”.  Prior to February 9, 2009, the Company’s stock was
quoted on the OTC Pink Sheets under the symbol “ALVN”.  The following
table sets forth the high and low per share sales prices for our common stock
for each of the quarters in the period beginning January 1, 2007 through
December 31, 2009 as reported by the Pink Sheets.





Quarter Ended
            
            High
            
            
            LowSeptember
      30, 2007
            
            $
            16.00
            
            
            $
            1.60December
      31, 2007
            
            
            4.00
            
            
            
            1.80March
      31, 2008
            
            
            2.60
            
            
            
            1.80June
      30, 2008
            
            
            1.70
            
            
            
            0.50September
      30, 2008
            
            
            0.60
            
            
            
            0.10December
      31, 2008
            
            
            0.14
            
            
            
            0.04March
      31, 2009
            
            
            0.0005
            
            
            
            0.0005June
      30, 2009
            
            
            0.0005
            
            
            
            0.0005September
      30, 2009
            
            
            0.0005
            
            
            
            0.0005December
      31, 2009
            
            $
            0.0005
            
            
            $
            0.0005





The
closing price of our common stock as reported on the OTC Pink Sheets on May 12,
2010 , was $0.0005.These prices are adjusted for splits





(b)
Holders





As of May
12, 2010, there were approximately 45 holders of record of our common
stock.





(c)
Dividends.





The
Registrant has not paid any cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development of
the Registrant's business.





(d)
Securities Authorized for Issuance under Equity Compensation Plans
..





None.





Recent
      Sale of Unregistered
Securities





On
November 1, 2008, the Company entered into a Consulting Agreement (“Agreement”)
with Ventana under which was issued 2,000,000 restricted shares of the Company’s
common stock for accounting and financial consulting services.





On
December 9, 2008, the Company converted $50,000 owed for consulting services to
Chad Love Lieberman, the Company’s President and sole director into 10,000,000
shares of the Company’s common stock.





We relied
upon Section 4(2) of the Securities Act of 1933, as amended for the above
issuances. We believed that Section 4(2) was available because:





•
            None
      of these issuances involved underwriters, underwriting discounts or
      commissions;•
            We
      placed restrictive legends on all certificates issued;•
            No
      sales were made by general solicitation or advertising;•
            Sales
      were made only to accredited
investors





-
9 -


In
connection with the above transactions, we provided the following to all
investors:





•
            Access
      to all our books and records.•
            Access
      to all material contracts and documents relating to our
      operations.•
            The
      opportunity to obtain any additional information, to the extent we
      possessed such information, necessary to verify the accuracy of the
      information to which the investors were given
  access.





The
Company’s Board of Directors has the power to issue any or all of the authorized
but unissued Common Stock without stockholder approval. The Company currently
has no commitments to issue any shares of common stock. However, the Company
will, in all likelihood, issue a substantial number of additional shares in
connection with a business combination. Since the Company expects to issue
additional shares of common stock in connection with a business combination,
existing stockholders of the Company may experience substantial dilution in
their shares. However, it is impossible to predict whether a business
combination will ultimately result in dilution to existing shareholders. If the
target has a relatively weak balance sheet, a business combination may result in
significant dilution. If a target has a relatively strong balance sheet, there
may be little or no dilution.





Description
      of Securities





(a)
Common or Preferred
Stock .





The
Company is authorized by its Certificate of Incorporation to issue an aggregate
of 525,000,000 shares of capital stock, of which 500,000,000 are shares of
common stock, par value $0.001 per share (the "Common Stock") and 25,000,000 are
shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).
As of May 12, 2010, 10,137,008 shares of Common Stock were issued and
outstanding.





All
outstanding shares of Common Stock are of the same class and have equal rights
and attributes. The holders of Common Stock are entitled to one vote per share
on all matters submitted to a vote of stockholders of the Company. All
stockholders are entitled to share equally in dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available. In the event of liquidation, the holders of Common Stock are entitled
to share ratably in all assets remaining after payment of all liabilities. The
stockholders do not have cumulative or preemptive rights.





The
description of certain matters relating to the securities of the Company is a
summary and is qualified in its entirety by the provisions of the Company's
Certificate of Incorporation and By-Laws.





Dividends





Dividends,
if any, will be contingent upon the Company’s revenues and earnings, if any,
capital requirements and financial conditions. The payment of dividends, if any,
will be within the discretion of the Company’s Board of Directors. The Company
presently intends to retain all earnings, if any, for use in its business
operations and accordingly, the Board of Directors does not anticipate declaring
any dividends prior to a business combination.





Trading
of Securities in Secondary Market





The
Company presently has 10,137,008 shares of common stock issued and outstanding,
10,072,473 of which are “restricted securities,” as that term is defined under
Rule 144 promulgated under the Securities Act, in that such shares were issued
in private transactions not involving a public offering.





The
Company’s common stock is currently quoted on the OTC Pink Sheets under the
symbol “SMRN”.  Prior to February 9, 2009, the Company’s stock was
quoted on the OTC Pink Sheets under the symbol “ALVN”.





Following
a business combination, a target company will normally wish to list its common
stock for trading in one or more higher United States exchanges. The target
company may elect to apply for such listing immediately following the business
combination or at some later time.





In order
to qualify for listing on the Nasdaq SmallCap Market, a company must have at
least (i) net tangible assets of $4,000,000 or market capitalization of
$50,000,000 or net income for two of the last three years of $750,000; (ii)
public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders and (vi) an
operating history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value of
$1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300
shareholders.





If, after
a business combination, we do not meet the qualifications for listing on the
Nasdaq SmallCap Market, we may apply for quotation of our securities on OTC
Bulletin Board. On April 7, 2000, the Securities and Exchange Commission issued
a clarification with regard to the reporting status under the Securities
Exchange Act of 1934 of a non-reporting company after it acquired a reporting
“blank check” company. This letter clarified the Commission’s position that such
Company would not be a successor issuer to the reporting obligation of the
“blank check” company by virtue of Exchange Act Rule 12g-3(a).





We intend
that any merger we undertake would not be deemed a “back door” registration
since we would remain the reporting company and the Company that we merge with
would not become a successor issuer to our reporting obligations by virtue of
Commission Rule 12g-3(a).





-
10 -










ITEM
6                                SELECTED
FINANCIAL DATA








The
following selected financial data should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and our audited financial statements and the accompanying notes
included elsewhere in this Annual Report on Form 10-K.





December
      31,2009
            
            2008
            
            2007Statement
      of Operations Data:Revenues
            $
            --
            $
            --
            $
            --Cost
      of revenues
            
            --
            
            --
            
            --Gross
      profit (loss)
            
            --
            
            --
            
            --Other
      income (expense)
            
            --
            
            --
            
            --Selling,
      general and administrative expense
            
            67,860
            
            57,365
            
            19,166Net
      income (loss)
            $
            (67,860)
            $
            (57,365)
            $
            (19,166)Net
      income (loss) per share:Basic
      and diluted
            $
            (0.01)
            $
            (0.08)
            $
            (0.15)2009
            
            2008
            
            2007Balance
      Sheet Data:Cash
            $
            10,298
            $
            --
            $
            
            --Total
      assets
            
            10,298
            
            --
            
            
            --Total
      liabilities
            
            105,658
            
            27,500
            
            
            35,833Total
      stockholders’ deficit
            $
            (95,360)
            $
            (27,500)
            $
            
            (35,833)











-
11 -








ITEM
      7
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following  discussion  should be read in
conjunction  with the Financial  Statements  and
notes  thereto  included in Item 8 of Part II of this Annual
Report on Form 10-K.





FORWARD-LOOKING
STATEMENTS





All   statements   other  than   statements  of  historical   fact  included  in
"Management's  Discussion  and  Analysis of
Financial  Condition  and Results of
Operations"  which  follows,  are  forward-looking  statements.  Forward-looking
statements involve various important assumptions, risks, uncertainties and other
factors which could cause our actual results to differ materially from
those expressed in such forward-looking statements. Forward-looking statements
in this discussion can be identified by words such as
"anticipate,"  "believe," "could," "estimate," "expect," "plan,"
"intend," "may," "should" or the negative of these
terms  or  similar  expressions.  Although  we  believe  that  the  expectations
reflected in the forward-looking  statements are reasonable, we cannot
guarantee
future  results,  performance  or  achievement.   Actual  results  could  differ
materially from those contemplated by the forward-looking statements as a result
of certain factors including but not limited to, competitive factors and pricing
pressures,  changes  in  legal  and  regulatory  requirements,  cancellation  or
deferral of customer orders, technological change or
difficulties,  difficulties in
the  timely  development  of
new  products,  difficulties  in  manufacturing,
commercialization and trade difficulties and general economic conditions as well
as the factors set forth in our public  filings with the Securities
and Exchange Commission.





You are
cautioned not to place undue reliance on the forward-looking statements,
which  speak  only as of the  date  of
this  Annual  Report  or the  date of
any
document  incorporated  by  reference,  in
this Annual  Report.  We are under no
obligation,  and  expressly  disclaim  any  obligation,  to  update
or alter any
forward-looking  statements,  whether  as a
result  of new  information,  future events or
otherwise.





For these
statements, we claim the protection of the safe harbor for forward-looking
statements contained in Section 21E of the Securities Exchange Act of
1934.





Critical Accounting
Policies





Our
financial statements were prepared in conformity with U.S. generally accepted
accounting principles.  As such, management is required to make
certain estimates, judgments and assumptions that they believe are reasonable
based upon the information available.  These estimates and assumptions
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of income and expense during the
periods presented.  The significant accounting policies which
management believes are the most critical to aid in fully understanding and
evaluating our reported financial results include the following:





Income
Taxes — The Company records income taxes in accordance with the
provisions of the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 740, “Income Taxes.”  The
standard requires, among other provisions, an asset and liability approach to
recognize deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the financial statement carrying
amounts and tax basis of assets and liabilities.  Valuation allowances
are provided if based upon the weight of available evidence, it is more likely
than not that some or all of the deferred tax assets will not be
realized.





Stock-Based
Compensation — The Company records transactions under share based payment
arrangements in accordance with the provisions of the FASB ASC Topic 718, “Share
Based Payment Arrangements”.  The standard requires recognition of the
cost of employee services received in exchange for an award of equity
instruments in the financial statements over the period the employee is required
to perform the services in exchange for the award. The standard also requires
measurement of the cost of employee services received in exchange for an award.
The Company is using the modified prospective method allowed under this
standard. Accordingly, upon adoption, prior period amounts have not been
restated. Under this application, the Company recorded the cumulative effect of
compensation expense for the unvested portion of previously granted awards that
remain outstanding at the date of adoption and recorded compensation expense for
all awards granted after the date of adoption.





The
standard provides that income tax effects of share-based payments are recognized
in the financial statements for those awards that will normally result in tax
deduction under existing law. Under current U.S. federal tax law, the Company
would receive a compensation expense deduction related to non-qualified stock
options only when those options are exercised and vested shares are received.
Accordingly, the financial statement recognition of compensation cost for
non-qualified stock options creates a deductible temporary difference which
results in a deferred tax asset and a corresponding deferred tax benefit in the
income statement. The Company does not recognize a tax benefit for compensation
expense related to incentive stock options unless the underlying shares are
disposed in a disqualifying disposition.








-
12 -


Results of
Operations





Comparison
of the fiscal year ended December 31, 2009 to the fiscal year ended December 31,
2008





We
had a net loss of $67,860 for the year ended December 31, 2009 compared to a net
loss of $57,365 for the year ended December 31, 2008.  The change is
explained below.





Selling, general and administrative
costs:   SG&A expenses increased approximately $10,000 to
$67,860 in 2009 primarily due to an increase in professional fees and travel
related expenses.





Liquidity and Capital
Resources





We
have had minimal operating activity since commencing operations and are now
relying on debt securities to fund our activities.





Net
cash used in operating activities was $67,270 and $15,698 in the years ended
December 31, 2009 and 2008, respectively.





Net
cash from investing activities was $0 and $0 in the years ended December 31,
2009 and 2008, respectively.





Net cash provided by financing
activities as $77,568 and $15,698 in the years ended December 31, 2009 and 2008,
respectively.





Going Concern
Uncertainties





As
of the date of this annual report, there is doubt regarding our ability to
continue as a going concern as we have not generated sufficient cash flow to
fund our business operations and loan commitments.  Our future success
and viability, therefore, are dependent upon our ability to generate capital
financing.  The failure to generate sufficient revenues or raise
additional capital may have a material and adverse effect upon the Company and
our shareholders.





Commitments and Contractual
Obligations





On
November 18, 2008, Smartag issued a Convertible Note (the " Convertible Note ")
for $25,000 to Ventana Capital Partners, Inc. (“Ventana”) in connection with
cash, cash equivalents and professional services paid by Ventana.  The
Convertible Note was due on November 17, 2009 and bares no
interest.  The Convertible Note may be converted at a time, at the
option of the holder, into shares of common stock of Smartag at $0.005 per
share.





On March
17, 2009, we entered into a Revolving Promissory Note (the “Secured Note”) with
Smartag Solutions Bhd, a Malaysian corporation, the majority stockholder of the
Company.  Under the terms of the Note, Smartag Solutions Bhd., agreed
to advance to the Company, from time to time and at the request of the Company,
amounts up to an aggregate of $200,000 until December 31, 2009.  All
advances shall be paid on or before December 31, 2009 and interest shall accrue
from the date of any advances on any principal amount withdrawn, and on accrued
and unpaid interest thereon, at the rate of zero percent (0%) per annum,
compounded annually. As of December 31, 2009, Smartag Solutions Bhd advanced us
$77,568.  The Secured Note ranks senior to all current and future
indebtedness of Smartag and are secured by substantially all of the assets of
Smartag.  The Secured Note is due December 31, 2010.





On
January 7, 2009, we entered into an agreement with Venor, Inc. to provide
consulting services on a month to month basis.   Eric Stoppenhagen, a
principle of Venor, Inc., will provide executive financial services to the
Company.  Venor, Inc. will be paid $5,000 every month.





Off-Balance
Sheet Arrangements





We have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources and would be considered material to
investors.





ITEM
7A                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Market
risk represents the risk of loss arising from adverse changes in market rates
and foreign exchange rates. At December 31, 2009, we had outstanding notes
payable of approximately $103,000.  The amount of our outstanding debt
at any time may fluctuate and we may from time to time be subject to refinancing
risk. A hypothetical 100 basis point increase in interest rates would have a
material effect on our annual interest expense, our results of operations or
financial condition as we rely on these notes to sustain our
operations.  Since we do not have transactions in foreign currencies,
we do not consider it necessary to hedge against currency risk.








-
13 -


ITEM
8                                FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA








Smartag
International, Inc.


(a development stage
company)


December
31, 2009








TABLE
OF CONTENTS








PAGEREPORTS
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
            15FINANCIAL
      STATEMENTS AS OF AND FOR THE YEARS ENDED December 31, 2009 and
      2008Balance
      Sheets
            
            16Statements
      of Operations
            
            17Statements
      of Stockholders' Deficit
            
            18Statements
      of Cash Flows
            
            19Notes
      to financial statements
            
            20-24

















-
14 -














REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Stockholders
and Directors


Smartag
International, Inc.


Scottsdale,
Arizona





We have
audited the accompanying balance sheets of Smartag International, Inc. ( a
development stage company)(the “Company”) as of December 31, 2009 and 2008 and
the related statements of operations, stockholders’ equity, and cash flows for
the years then ended and for the period from March 24, 1999 (inception) to
December 31, 2009.  These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements.  The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Smartag International, Inc. as of
December 31, 2009 and 2008 and the results of its operations, stockholders’
deficit, and cash flows for the years then ended and for the period from March
24, 1999 (inception) to December 31, 2009 in conformity with U.S. generally
accepted accounting principles.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 9 to the financial
statements, the Company has suffered recurring losses from operations and is
dependent upon the continued sale of its securities, obtaining debt financing,
or finding a suitable candidate for a business combination for funds to meet its
cash requirements. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.














Weaver
& Martin, LLC


Kansas
City Missouri


May 12,
2010












































-
15 -














Smartag
International, Inc.


(a development stage
company)


BALANCE
SHEETS








December
      31, 2009
            
            
            December
      31, 2008ASSETSCurrent
      AssetsCash
            
            $
            10,298
            
            
            $
            —Other
      Current Assets
            
            
            —
            
            
            
            —Total
      Current Assets
            
            
            10,298
            
            
            
            —Fixed
      Assets
            
            
            —
            
            
            
            —Other
      Assets
            
            
            —
            
            
            
            —TOTAL
      ASSETS
            
            $
            10,298
            
            
            $
            0.00LIABILITIES
      AND STOCKHOLDERS’ DEFICITLiabilitiesCurrent
      LiabilitiesAccounts
      Payable
            
            $
            3,090
            
            
            $
            2,500Secured
      Revolving Note Payable, Related Party
            
            
            77,568
            
            
            
            —Notes
      Payable, Related Party
            
            
            25,000
            
            
            
            25,000Total
      Current Liabilities
            
            
            105,658
            
            
            
            27,500Total
      Liabilities
            
            
            
            
            
            
            27,500STOCKHOLDERS'
      DEFICIT:Preferred
      stock, 25,000,000 shares authorized, no shares issued and outstanding, no
      rights or privileges designated
            
            
            —
            
            
            
            —Common
      Stock, $.001 par value, 500,000,000 shares authorized, 10,137,008 shares
      issued and outstanding at December 31, 2009 and 2008,
      respectively.*
            
            
            10,137
            
            
            
            10,137Additional
      Paid-In-Capital
            
            
            1,203,861
            
            
            
            1,203,861Accumulated
      Deficit
            
            
            (1,241,498)
            
            
            
            (1,184,133)Net
      loss
            
            
            (67,860)
            
            
            
            (57,365)Total
      Stockholders’ Deficit
            
            
            (95,360)
            
            
            
            (27,500)TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            10,298
            
            
            $
            0.00





*these
numbers are post 1 for 200 reverse split which was effectuated on December 8,
2008.




















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














-
16 -













Smartag
International, Inc.


(a development stage
company)





STATEMENTS
OF OPERATIONS


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008


AND
FOR THE PERIOD MARCH 24, 1999 (INCEPTION)


THROUGH
DECEMBER 31, 2009





2009
            
            
            2008
            
            
            Cumulative
      from InceptionREVENUESProduct
            
            $
            —
            
            
            $
            —
            
            
            $
            —Software
      support
            
            
            —
            
            
            
            —
            
            
            
            —Total
      revenues
            
            
            —
            
            
            
            —
            
            
            
            —COST
      OF SALES
            
            
            —
            
            
            
            —
            
            
            
            —GROSS
      PROFIT
            
            
            —
            
            
            
            —
            
            
            
            —OPERATING
      EXPENSESSelling,
      general and administrative expenses
            
            
            67,860
            
            
            
            57,365
            
            
            
            1,309,358Total
      operating expenses
            
            
            67,860
            
            
            
            57,365
            
            
            
            1,309,358LOSS
      FROM OPERATIONS
            
            
            (67,860)
            
            
            
            (57,365)
            
            
            
            (1,309,358)Interest
      income/(expense) and other, net
            
            
            —
            
            
            
            —
            
            
            
            —NET
      INCOME/(LOSS) APPLICABLE TO COMMON STOCKHOLDERS
            
            $
            (67,860)
            
            
            $
            (57,365)
            
            
            $
            (1,309,358)NET
      INCOME/(LOSS) PER SHARE OF COMMON STOCK—Basic and diluted
            
            $
            (0.01)
            
            
            $
            (0.08)WEIGHTED
      AVERAGE SHARES OUTSTANDING—Basic and diluted
            
            
            10,137,008
            
            
            
            729,740











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







































































-
17 -

















Smartag
International, Inc.


(a development stage
company)


Statements
of Shareholders' Deficit


For
the Years Ended December 31, 2009 and 2008


(From
Inception March 24, 1999)





Common
      Stock
            
            
            Additional
      Paid in Capital
            
            
            Accumulated
      Deficit
            
            
            Shareholders'
      DeficitShares
      *
            
            
            AmountBalance
      as of March 24, 1999
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
      issued for cash
            
            
            127,008
            
            
            
            127
            
            
            
            1,148,173
            
            
            
            -
            
            
            
            1,148,300Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,164,967
            )
            
            
            (1,164,967)Balance
      as of December 31, 2006
            
            
            127,008
            
            
            
            127
            
            
            
            1,148,173
            
            
            
            (1,164,967
            )
            
            
            (16,666
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (19,166
            )
            
            
            (19,166)Balance
      as of December 31, 2007
            
            
            127,008
            
            
            
            127
            
            
            
            1,148,173
            
            
            
            (1,184,133
            )
            
            
            (35,833)Shares
      issued for services
            
            
            10,000
            
            
            
            10
            
            
            
            (10
            )
            
            
            -
            
            
            
            -Shares
      issued in exchange for debt with related party
            
            
            10,000,000
            
            
            
            10,000
            
            
            
            40,000
            
            
            
            -
            
            
            
            50,000Capital
      contribution from related party
            
            
            -
            
            
            
            -
            
            
            
            15,698
            
            
            
            
            
            
            
            15,698Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (57,365
            )
            
            
            (57,365)Balance
      as of December 31, 2008
            
            
            10,137,008
            
            
            $
            10,137
            
            
            $
            1,203,861
            
            
            $
            (1,241,498
            )
            
            $
            (27,500)Net
      loss
            
            
            -
            
            
            
            
            -
            
            
            -
            
            
            
            (67,860)
            
            
            
            (67,860)Balance
      as of December 31, 2009
            
            
            10,137,008
            
            
            $
            10,137
            
            
            $
            1,203,860
            
            
            $
            1,309,358
            
            
            $
            (95,360)


*these
numbers include 1 for 200 reverse split which was effectuated on December 8,
2008.





























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











-
18 -





Smartag
International, Inc.


(a development stage
company)


Statements
of Cash Flows





For
      the year ended December 31, 2009
            
            
            For
      the year ended December 31, 2008
            
            
            For
      the period of inception (March 24, 1999) through December 31,
      2009Cash
      flows from operating activities:Net
      loss
            
            $
            (67,860)
            
            
            $
            (57,365)
            
            
            $
            (1,309,358)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Debt
      issued in exchange for services with related party
            
            
            -
            
            
            
            25,000
            
            
            
            25,000Shares
      issued in exchange for debt with related party
            
            
            -
            
            
            
            50,000
            
            
            
            50,000Changes
      in current assets and liabilities:Accounts
      payable
            
            
            590
            
            
            
            (33,333)
            
            
            
            3,090Net
      cash used in operating activities
            
            
            (67,270)
            
            
            
            (15,698)
            
            
            
            (1,231,268)Cash
      flows from investing activities :Net
      cash provided by investing activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      flows from financing activitiesProceeds
      from Revolving Note
            
            
            77,568
            
            
            
            -
            
            
            
            77,568Issuance
      of Common Stock for Cash
            
            
            -
            
            
            
            -
            
            
            
            1,148,300Capital
      contribution – related party
            
            
            -
            
            
            
            15,698
            
            
            
            15,698Net
      cash provided by financing activities
            
            
            77,568
            
            
            
            15,698
            
            
            
            1,241,566Net
      increase (decrease) in cash and cash equivalents
            
            
            10,298
            
            
            
            -
            
            
            
            10,298Cash
      and cash equivalents - beginning balance
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents - ending balance
            
            $
            10,298
            
            
            $
            -
            
            
            $
            10,298Supplemental
      disclosure of cash flows information:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -












































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














-
19 -





Smartag
International, Inc.


(a development stage
company)


NOTES
TO FINANCIAL STATEMENTS








NOTE
1    Nature of business and significant accounting
policies





Current
Operations and Background





Smartag
International, Inc., a Nevada corporation (“Smartag,” “Company,” “we,” “us,” or
“our”), was formed as Theca Corporation on March 24, 1999 in
Colorado.  The Company is in the development stage as defined in
Financial Accounting Standards Board Statement No. 7. On November 29, 2004, we
merged with Art4Love, Inc., a Delaware corporation, into Art4Love, Inc. a Nevada
corporation.  Art4love, Inc. attempted to sell and lease art to
companies and individuals from artists’ collections worldwide.  The
Company ceased operations in December 2006.  On February 19, 2009,
Art4Love changed its name to Smartag International, Inc.





Business


Currently,
the Company seeks suitable candidates for a business combination with a private
company.  The Company has made no efforts to identify a possible
business combination. As a result, the Company has not conducted negotiations or
entered into a letter of intent concerning any target business. The business
purpose of the Company is to seek the acquisition of, or merger with, an
existing company. The Company selected December 31 as its fiscal year
end.





The
Company is currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in our securities, either
debt or equity, until we have successfully concluded a business combination. The
Company intends to comply with the periodic reporting requirements of the
Exchange Act for so long as it is subject to those requirements.





The
Company’s principal business objective for the next 12 months and beyond such
time will be to achieve long-term growth potential through a combination with a
business rather than immediate, short-term earnings. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.





The
analysis of new business opportunities will be undertaken by or under the
supervision of the officers and directors of the Company.  As of this
date the Company has not entered into any definitive agreement with any party,
nor have there been any specific discussions with any potential business
combination candidate regarding business opportunities for the
Company.  The Company has unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In its efforts
to analyze potential acquisition targets, the Company will consider the
following kinds of factors:





(a)
            Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;





(b)
            Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;





(c)
            Strength
      and diversity of management, either in place or scheduled for
      recruitment;





(d)
            Capital
      requirements and anticipated availability of required funds, to be
      provided by the Company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements or from other
      sources;





(e)
            The
      cost of participation by the Company as compared to the perceived tangible
      and intangible values and
potentials;





(f)
            The
      extent to which the business opportunity can be
  advanced;





(g)
            The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and





(h)
            Other
      relevant factors.





In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Company's limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.





-
20 -


Form
of Acquisition





The
manner in which the Company participates in an opportunity will depend upon the
nature of the opportunity, the respective needs and desires of the Company and
the promoters of the opportunity, and the relative negotiating strength of the
Company and such promoters.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the Company.
Although the terms of any such transaction cannot be predicted, it should be
noted that in certain circumstances the criteria for determining whether or not
an acquisition is a so-called "tax free" reorganization under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended (the "Code") depends upon
whether the owners of the acquired business own 80% or more of the voting stock
of the surviving entity. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under the
Code, all prior stockholders would in such circumstances retain 20% or less of
the total issued and outstanding shares of the surviving entity. Under other
circumstances, depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial
additional dilution to the equity of those who were stockholders of the Company
prior to such reorganization.





The
present stockholders of the Company will likely not have control of a majority
of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company's directors, may
resign and one or more new directors may be appointed without any vote by
stockholders.





In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.





We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.





Basis of
Presentation — The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America.





Use of
Estimates 
—The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





Cash and Cash
Equivalents — The Company considers investments with original maturities
of 90 days or less to be cash equivalents.





Income
Taxes — The Company records income taxes in accordance with the
provisions of the Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 740, “Income Taxes.”  The
standard requires, among other provisions, an asset and liability approach to
recognize deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the financial statement carrying
amounts and tax basis of assets and liabilities.  Valuation allowances
are provided if based upon the weight of available evidence, it is more likely
than not that some or all of the deferred tax assets will not be
realized.




Stock-Based
Compensation — The Company records transactions under share based payment
arrangements in accordance with the provisions of the FASB ASC Topic 718, “Share
Based Payment Arrangements”.  The standard requires recognition of the
cost of employee services received in exchange for an award of equity
instruments in the financial statements over the period the employee is required
to perform the services in exchange for the award. The standard also requires
measurement of the cost of employee services received in exchange for an award.
The Company is using the modified prospective method allowed under this
standard. Accordingly, upon adoption, prior period amounts have not been
restated. Under this application, the Company recorded the cumulative effect of
compensation expense for the unvested portion of previously granted awards that
remain outstanding at the date of adoption and recorded compensation expense for
all awards granted after the date of adoption.





-
21 -


The
standard provides that income tax effects of share-based payments are recognized
in the financial statements for those awards that will normally result in tax
deduction under existing law. Under current U.S. federal tax law, the Company
would receive a compensation expense deduction related to non-qualified stock
options only when those options are exercised and vested shares are received.
Accordingly, the financial statement recognition of compensation cost for
non-qualified stock options creates a deductible temporary difference which
results in a deferred tax asset and a corresponding deferred tax benefit in the
income statement. The Company does not recognize a tax benefit for compensation
expense related to incentive stock options unless the underlying shares are
disposed in a disqualifying disposition.





Net Loss Per
Share — The Company computes net loss per share in accordance with FASB
ASC Topic 260, “Earnings per Share,” Under the provisions of the standard, basic
and diluted net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period.  Common equivalent shares
related to stock options and warrants have been excluded from the computation of
basic and diluted earnings per share, for the years ended December 31, 2009 and
2008 because their effect is anti-dilutive.





Concentration of
Credit Risk — Financial instruments that potentially subject the Company
to a concentration of credit risk consist of cash.  The Company
maintains its cash with high credit quality financial institutions; at times,
such balances with any one financial institution may exceed FDIC insured
limits.





Financial
Instruments — Our financial instruments consist of cash, accounts
payable, and notes payable.  The carrying values of cash, accounts
payable, and notes payable are representative of their fair values due to their
short-term maturities.





Recently Issued
Accounting Pronouncements





Collaborative
arrangements





In
October 2009, the FASB issued an accounting standards update (“ASU”)
entitled, Multiple-Deliverable Revenue
Arrangements, a consensus of the FASB Emerging Issues Task Force. This
standard prescribes the accounting treatment for arrangements that contain
multiple-deliverable elements and enables vendors to account for products or
services (deliverables) separately, rather than as a combined unit, in certain
circumstances. Prior to the standard, only certain types of evidence were
acceptable for determining the relative selling price of the deliverables under
an arrangement. If that evidence was not available, the deliverables were
treated as a single unit of accounting. This updated standard expands the nature
of evidence which may be used to determine the relative selling price of
separate deliverables to include estimation. This standard is applicable to
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted; however, if the standard
is adopted early, and the period of adoption is not the beginning of a company’s
fiscal year, the company will be required to apply the amendments
retrospectively from the beginning of the company’s fiscal year. The Company has
not yet adopted this standard or determined the impact of this standard on its
results of operations, cash flows and financial position.




Fair
value measurements





On
January 1, 2009, the Company adopted the provisions of Topic 820, on a
prospective basis, for its non-financial assets and liabilities that are not
recognized or disclosed at fair value on a recurring basis. The Company
estimates the fair value of financial and non-financial assets and liabilities
using the fair value hierarchy established in Topic 820. The adoption of the
provisions under Topic 820 did not have any impact on the Company’s financial
position or results of operations.


On
April 9, 2009, the FASB issued FASB Staff Position
(“FSP”) FAS 115-2 and FAS 124-2, codified as ASC
Topic 320-10-35, which modifies the
existing other-than-temporary-impairments (“OTTI”) model for
investments in debt securities. Under the new guidance, the primary change to
the OTTI model for debt securities is the change in focus from an entity’s
intent and ability to hold a security until recovery. Instead, an OTTI is
triggered if (1) an entity has the intent to sell the security, (2) it
is more likely than not that it will be required to sell the security before
recovery, or (3) it does not expect to recover the entire amortized cost
basis of the security.


In
addition, the new guidance changes the presentation of an OTTI in the income
statement if the only reason for recognition is a credit loss (i.e., the entity
does not expect to recover its entire amortized cost basis). For debt securities
in an unrealized loss position which are deemed to be other-than-temporary, the
difference between the security’s then-current amortized cost basis and fair
value is separated into (1) the amount of the impairment related to the credit
loss (i.e., the credit loss component) and (2) the amount of the impairment
related to all other factors (i.e., the non-credit loss component). The credit
loss component is recognized in earnings. The non-credit loss component is
recognized in accumulated other comprehensive loss.








-
22 -


NOTE 2 - Note
Payable





Convertible
Note





On
November 18, 2008, Smartag issued a Convertible Note (the " Convertible Note ")
for $25,000 to Ventana Capital Partners, Inc. (“Ventana”) in connection with
$10,000 cash and $15,000 in professional services paid by
Ventana.  The Convertible Note is due on November 17, 2009 and bares
no interest.  The Convertible Note may be converted at a time, at the
option of the holder, into 5,000,000 shares of common stock of Smartag at $0.005
per share.  The Convertible Note is due on December 31,
2010.





Secured
Note





On March
17, 2009, we entered into a Secured Revolving Promissory Note (the “Secured
Note”) with Smartag Solutions Bhd, a Malaysian corporation, the majority
stockholder of the Company.  Under the terms of the Note, Smartag
Solutions Bhd, agreed to advance to the Company, from time to time and at the
request of the Company, amounts up to an aggregate of $200,000 until December
31, 2010.  All advances shall be paid on or before December 31, 2010
and interest shall accrue from the date of any advances on any principal amount
withdrawn, and on accrued and unpaid interest thereon, at the rate of zero
percent (0%) per annum, compounded annually. As of December 31, 2009, Smartag
Solutions Bhd advanced us $77,568.  The Secured Note ranks senior to
all current and future indebtedness of Smartag and is secured by substantially
all of the assets of Smartag. The Secured Note is due on December 31,
2010.





NOTE
3 – Income Taxes





We have
incurred operating losses of $1,309,358, which, if not utilized, will begin to
expire in 2019. Future tax benefits, which may arise as a result of these
losses, have not been recognized in these financial statements, and have been
off set by a valuation allowance. There are additional limitations due to our
recent change in control. Therefore, we believe we will be unable to utilize
these loss carryforwards.





Details
of future income tax assets at December 31, 2009 and 2008 are as
follows:


Future income tax
      assets:
            
            2009
            
            
            2008Net
      operating loss
            
            $
            67,860
            
            
            $
            57,365Statutory
      tax rate (combined federal and state)
            
            
            34
            %
            
            
            34
            %Non-capital
      tax loss
            
            
            23,072
            
            
            
            19,504Valuation
      allowance
            
            
            (23,072
            )
            
            
            (19,504
            )$
            -
            
            
            $
            -





The
potential future tax benefits of these losses have not been recognized in these
financial statements due to uncertainty of their realization. When the future
utilization of some portion of the carryforwards is determined not to be “more
likely than not,” a valuation allowance is provided to reduce the recorded tax
benefits from such assets.





NOTE
4 – Related-party transactions





On
December 9, 2008, the Company converted $50,000 owed for consulting services to
Chad Love Lieberman, the Company’s then President and sole director into
10,000,000 shares of the Company’s common stock.





On
December 31, 2008, Chad Love Lieberman, the Company’s then President and sole
director, paid $15,698 of the Company’s expenses.  This amount was
charged to paid in capital.





On
November 18, 2008, Smartag issued a Convertible Note (the " Convertible Note ")
for $25,000 to Ventana Capital Partners, Inc. (“Ventana”) in connection with
cash, cash equivalents and professional services paid by Ventana.  The
Convertible Note is due on December 31, 2010 and bares no
interest.  The Convertible Note may be converted at a time, at the
option of the holder, into shares of common stock of Smartag at $0.005 per
share.





On
December 31, 2008, pursuant to a Share Purchase Agreement Chad Love Lieberman,
the Company’s former majority stockholder and President, sold to Smartag
Solutions Bhd. an aggregate of 10,000,000 shares of Company common stock which
amounted to 98.6% of the Company.  On December 31, 2008, Mr. Lieberman
resigned as President.





On March
17, 2009, we entered into a Revolving Promissory Note (the “Secured Note”) with
Smartag Solutions Bhd, a Malaysian corporation, the majority stockholder of the
Company.  Under the terms of the Note, Smartag Solutions Bhd., agreed
to advance to the Company, from time to time and at the request of the Company,
amounts up to an aggregate of $200,000 until December 31, 2009.  All
advances shall be paid on or before December 31, 2010 and interest shall accrue
from the date of any advances on any principal amount withdrawn, and on accrued
and unpaid interest thereon, at the rate of zero percent (0%) per annum,
compounded annually. As of December 31, 2009, Smartag Solutions Bhd advanced us
$77,568.  The Secured Note ranks senior to all current and future
indebtedness of Smartag and are secured by substantially all of the assets of
Smartag.








-
23 -


NOTE
5 – Equity





Authorized
Stock:





As of
December 31, 2009, there were authorized 500,000,000 shares of common stock, par
value $0.001 per share and 25,000,000 shares of preferred stock, par value
$0.001 per share.  Each common share entitles the holder to one vote,
in person or proxy, on any matter on which action of the stockholder of the
corporation is sought.





On
December 8, 2008, a reverse split of 1 for 200 was effectuated.





Share
Issuance:





On
November 1, 2008, the Company entered into a Consulting Agreement (“Agreement”)
with Ventana under which was issued 2,000,000 (10,000 post-split) restricted
shares of the Company’s common stock for services to be rendered.





On
December 9, 2008, the Company converted $50,000 owed for consulting services to
Chad Love Lieberman, the Company’s President and sole director into 10,000,000
(post-split shares) of the Company’s common stock.





Outstanding
Options and Warrants:





None





NOTE
6 – Earnings per Share





The
following table sets forth common stock equivalents (potential common stock) for
the years ended December 31, 2009 and 2008 that are not included in the loss per
share calculation above because their effect would be anti-dilutive for the
periods indicated:





Year
      Ended December 31,2009
            
            
            2008Weighted
      average common stock equivalents:Convertible
      Note
            
            
            5,000,000
            
            
            
            5,000,000





NOTE
7 – Commitments and Contingencies





Leases
—The Company currently is not party to any leases





Rent
expense charged to operations for the years ended December 31, 2009 and 2008 was
zero.





Litigation
— The Company is currently not party to any legal proceedings.





Consulting
Agreements —On January 7, 2009, we entered into an agreement with Venor,
Inc. to provide consulting services on a month to month basis.   Eric
Stoppenhagen, a principle of Venor, Inc., will provide executive financial
services to the Company.  Venor, Inc. will be paid $5,000 every
month.





NOTE
8 – Concentration of Credit Risk





We
maintain our cash balances in various financial institutions that from time to
time exceed amounts insured by the Federal Deposit Insurance Corporation up to
$250,000, per financial institution.  As of December 31, 2008, our deposits
did not exceed insured amounts.  We have not experienced any losses in
such accounts and believe we are not exposed to any significant credit risk on
cash.








NOTE 9 - Going
Concern





The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
company as a going concern. However, we have an accumulated deficit of
$1,309,358 as of December 31, 2009. Our total liabilities exceeded its total
assets by $95,360 as of December 31, 2009. In view of the matters described
above, recoverability of a major portion of the recorded asset amounts shown in
the accompanying balance sheet is dependent upon our continued operations, which
in turn is dependent upon our ability to raise additional capital, obtain
financing and succeed in seeking out suitable candidates for a business
combination with a private company. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern.





-
24 -


NOTE
10 – Subsequent Events





In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through May 12, 2010, the
date the financial statements were issued. As of this date, nothing has happened
that requires disclosure.





ITEM
      9
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





There are
not and have not been any disagreements between the Company and its accountants
on any matter of accounting principles, practices or financial statement
disclosure.





ITEM
9A(T)                                CONTROLS
AND PROCEDURES





(a) Evaluation of Disclosure Controls
and Procedures





The
Company’s management, with the participation of its President, who is its
principal executive officer, completed an evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) as of the end of the period
covered by this Form 10-K.  Disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the SEC rules and
forms, and that such information is accumulated and communicated to management,
including the President, as appropriate, to allow timely decisions regarding
required disclosures.  Based on that evaluation, the Company’s
President concluded that the Company’s disclosure controls and procedures, as of
the end of the fiscal year covered by
this Form 10-K, were effective.





(b)
Management’s Annual Report on Internal Control over Financial
Reporting





The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act and for assessing the effectiveness of internal
control over financial reporting.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness of internal control over financial reporting to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.





Management
has assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009.  In making its assessment of
internal control over financial reporting, management used the criteria
established in Internal Control — Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway
Commission.  This assessment included an evaluation of the design of
the Company’s internal control over financial reporting and testing of the
operational effectiveness of those controls.  Based on the results of
this assessment, management has concluded that the Company’s internal control
over financial reporting was effective as of December 31, 2009.





This
Annual Report on Form 10-K does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to rules
of the SEC that permit the Company to provide only management’s report in this
Annual Report on Form 10-K.





(c)
Changes in Internal Control over Financial Reporting





There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth quarter of the year ended December 31, 2009 that have
materially affected, or that are reasonably likely to materially affect, the
Company’s internal control over financial reporting.














ITEM
9B                      OTHER
INFORMATION





None.





-
25 -





PART
III





ITEM
10                      DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE








Directors








The
following table contains information as of December 31, 2009 as to each Director
of the Company:








Director


Name
            Age
            Office HeldDatuk
      Abdul Hamed Sepawi
            58
            Chairman
      of the Board, DirectorPeng
      Keong Lim
            30
            Chief
      Executive Officer, DirectorSim
      Kay Wah
            32
            Chief
      Financial Officer, DirectorChoong
      Huck Liang
            37
            Chief
      Technology Officer, DirectorLau
      Ken Wah
            32
            Secretary








Directors
are elected for a period of one year and until their successors are duly
elected.  Executive officers are elected by the Board of
Directors.  Prior to December 31, 2008, Chad Love Lieberman was the
Company’s sole officer and director at which point he resigned.





Datuk Abdul Hamed
Sepawi





Datuk
Abdul Hamed Sepawi, 58, Malaysian, is Chairman of the Board of the Company. He
holds a Bachelor of Science degree from University of Malaya and a Masters
degree in Forest Products from Oregon State University. He is a recipient of the
Sarawak Entrepreneur of the Year for two consecutive years in 2004 and 2005 due
to his impressive record as an entrepreneur, businessman and a leader of the
community in Sarawak. He is a qualified and experienced forester who has been
involved in forest management and manufacturing for the last 16 years. He is one
of the co-founders of Ta Ann Holdings Bhd and serves as the Non-Independent
Executive Chairman of the said company and he is also the Non-Executive Chairman
of Naim Cendera Holdings Bhd. He is also the Chairman of Sarawak Energy Bhd, and
he oversees the state’s electricity supply as a personal contribution of his
services for the state and the nation. He ventured into the ICT industry in 1999
when his private company, Danawa Resources Sdn Bhd and Cambridge University tied
up to implement the Cambridge Information Communications and Technology Starters
Programme.





Lim Peng
Keong





Mr. Lim
Peng Keong, 30, Malaysian, is Chief Executive Officer of the Company and a
director. He graduated with a Bachelor of Science (First Class Honours) degree
in Computer Science from the University of Portsmouth in 2001 and obtained a
Masters degree in Business Administration majoring in Human Resource Management
from the University of Nottingham Trent in 2004. Prior to that, Mr. Lim obtained
Diploma in Electronic, Electrical and Telecommunication Engineering from KDU
College. In 2001, Mr. Lim joined a foreign bank as a Business Financial
Executive. Afterwards, he joined an independent think tank as their research
team member. He was responsible for formulating strategic planning and policy
recommendations based on sound research, analysis and judgment underlined by
caring and sharing society concept. During his tenure there, he was assigned to
lead the areas of the Information Technology industry and the Broadband and
Info-structure planning and implementation.





Sim Kay
Wah





Sim Kay
Wah, 32, Malaysian, is Chief Financial Officer of the Company and a director. He
is a Chartered Accountant of Malaysia and Member of CPA Australia. He holds a
Bachelor of Business majoring in Accountancy from Royal Melbourne Institute of
Technology (“RMIT”) which he obtained in 2000. He also holds a Master of Finance
obtained in 2004 from RMIT. He had worked in several major accounting firms in
Malaysia and also has merchant banking experience when he joined a Universal
Broker firm in 2004. Subsequently, he join a public listed company in Malaysia
as Head of Finance in 2005 and later promoted to Financial Controller in 2006.
He joined Smartag in December 2007.





Lau Ken
Wah





Lau Ken
Wah, 32, Malaysian, is Secretary of the Company. He graduated from Curtin
University in Perth in year 2000 with a Bachelor of Commerce, majoring in
Accounting and Information System. Prior to his graduation from Curtin
University, he worked with Applied Computers Sdn Bhd as an Accounts Manager from
1999 to 2000. Afterwards he worked for Te-Base Technology Sdn Bhd as a Principal
Consultant. He was responsible for the software development department as well
as involved with the project management division. During his tenure with
Te-Base, he was responsible for the implementation of different industries such
as banking, airline, logistics, manufacturing and warehousing. He joined Smartag
in 2007.





-
26 -


Choong Huck
Liang





Choong
Huck Liang, 37, Malaysian is a director of the Company. He has been involved in
the local ICT industry for more than 18 years, being exposed to various
positions in the industry over the years. He graduated
from Humberside University with a Higher Diploma in Computer
Studies in 1993. He is also a Microsoft Certified Systems Engineer, a
certificate granted by Microsoft which he obtained in 1998. Prior to his
graduation, he worked as a Technical Support Officer with Pineapple Computer (M)
Sdn Bhd and Hutchison Paging respectively, from 1989 to 1992 while taking NCC
Diploma in Computer Studies and ACCA Level 1. After his graduation in 1993, he
started his working career with Cedar Distributions Sdn Bhd, which is a software
development company as a programmer. He was promoted to Head of Programmer
within 6 months of being with the company. He left a year later to start his own
business, Island System Software Design. He then left to join Winsoft Technology
Sdn Bhd in 1995 as a Software Director of the company. In 1998 he was appointed
by Penang.Net (Penang Network Services Sdn Bhd) to setup their data
centre.  He founded Javasoft Communications Sdn Bhd as a managing
director in 1999. It is in this company that he developed many independent
sub-systems for Gleneagles Medical Centre, DELL, BOSCH, AMD, MOTOROLA, ERP
modules for various manufacturer and many high profile projects such as Document
Imaging system for ABN AMRO Bank, MCMC Broadband Survey Portal and Royalties
Card Portal for Supergoldcard.com (Georgetown Group).  In 2000, he
founded Moset Sdn Bhd (a joint-Venture company with Penang.Net) to provide
E-commerce service.





Certain Legal
Proceedings





There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any director, executive officer, promoter or control
person of Registrant during the past five years.





Section
16(a) Beneficial Ownership Reporting Compliance.





Section 16(a)
of the Exchange Act requires the Company's directors and officers, and persons
who beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of beneficial ownership and changes in beneficial
ownership of the Company's securities with the SEC on Forms 3, 4 and 5.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on the Company's review of the copies of the forms
received by it during the fiscal year ended December 31, 2009 and
representations that no other reports were required, the Company believes that
no persons who, at any time during such fiscal year, was a director, officer or
beneficial owner of more than 10% of the Company's common stock failed to comply
with all Section 16(a) filing requirements during such fiscal
year.





Code
of Ethics





We do not
currently have a code of ethics.





Nominating
Committee





We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.





Audit
Committee





The Board of Directors acts as the
Audit Committee and the Board has no separate committees. The Company has no
qualified financial expert at this time because it has not been able to hire a
qualified candidate. Further, the Company believes that it has inadequate
financial resources at this time to hire such an expert. The Company intends to
continue to search for a qualified individual for hire. Prior Blank Check
Company Experience





ITEM
11                      EXECUTIVE
COMPENSATION








The
Company’s current officers and directors have not received any cash remuneration
since inception. The officers will not receive any remuneration upon completion
of the offering until the consummation of an acquisition. No remuneration of any
nature has been paid for or on account of services rendered by a director in
such capacity. The officers and directors do not intend to devote more than a
few hours a week to our affairs.





It is
possible that, after the Company successfully consummates a business combination
with an unaffiliated entity, that entity may desire to employ or retain one or a
number of members of our management for the purposes of providing services to
the surviving entity. However, the Company has adopted a policy whereby the
offer of any post-transaction employment to members of management will not be a
consideration in our decision whether to undertake any proposed
transaction.





-
27 -


No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.





There are
no understandings or agreements regarding compensation our management will
receive after a business combination that is required to be included in this
table, or otherwise.





The
following table and related footnotes show the compensation paid during the
fiscal years ended December 31, 2009 and 2008 and to the Company's former
executive officer who resigned on December 31, 2008.





SUMMARY
COMPENSATION TABLE





Annual Compensation
            Long Term CompensationName and Principal Position
            Year
            Salary
            Bonus
            Other
      Annual
              Compensation
            Awards
      of
              Stock,
      Options
              and WarrantsChad
      Love Lieberman
              Former
      President
            2009
              2008
            N/A
              N/A
            N/A
              N/A
            N/A
              $16,666.66
      (1)
            N/A
              N/A








(1)           This
represents amounts paid to Chad Love Lieberman to serve as President and
Secretary under a consulting agreement.  Under the consulting
agreement with Mr. Lieberman, he was to be paid $16,666.66 per year for his
services.  Mr. Lieberman resigned as President on December 31,
2008.










ITEM
      12
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





The
following table sets forth, as of May 12, 2010, the number of shares of Common
Stock owned of record and beneficially by executive officers, directors and
persons who hold 5% or more of the outstanding Common Stock of the
Company.





Name
      and Address
            
            Amount
      and Nature of Beneficial Ownership
            
            Percentage
      of Class
              Common
      Stock(1)Smartag
      Solutions Bhd.(2)
              3-12
      Jalan PJU 8/3
              Damansara
      Perdana
              47820
      Petaling Jaya
              Selangor,
      Malaysia
            
            10,000,000
            
            98.6%Ventana
      Capital Partners, Inc.(3)
            
            5,010,000
            
            49.42%All
      Officers and Directors as a group
            
            10,000,000
            
            98.6%





*           Represents
less than 1%.





(1)
            The
      percent of Common Stock owned is calculated using the sum of (A) the
      number of shares of Common Stock owned, and (B) the number of warrants and
      options of the beneficial owner that are exercisable within 60 days, as
      the numerator, and the sum of (Y) the total number of shares of Common
      Stock outstanding (10,137,008), and (Z) the number of warrants and options
      of the beneficial owner that are exercisable within 60 days, as the
      denominator.(2)
            Smartag
      Solutions Bhd.’s, CEO, Peng Keong Lim, holds voting and/or investment
      power over the shares beneficially owned by Smartag Solutions
      Bhd.(3)
            On
      November 18, 2008, Smartag issued a Convertible Note (the " Convertible
      Note ") for $25,000 to Ventana Capital Partners, Inc. (“Ventana”) in
      connection with cash, cash equivalents and professional services paid by
      Ventana.  The Convertible Note is due on November 17, 2009 and
      bares no interest.  The Convertible Note may be converted at a
      time, at the option of the holder, into 5,000,000 shares of common stock
      of Smartag at $0.005 per share. Ventana was issued 2,000,000 (10,000
      post-split) restricted shares on November 1,
  2008.





-
28 -


ITEM
13                      CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





On
December 9, 2008, the Company converted $50,000 owed for consulting services to
Chad Love Lieberman, the Company’s then President and sole director into
10,000,000 shares of the Company’s common stock.





On
November 18, 2008, Smartag issued a Convertible Note (the " Convertible Note ")
for $25,000 to Ventana Capital Partners, Inc. (“Ventana”) in connection with
cash, cash equivalents and professional services paid by Ventana.  The
Convertible Note is due on November 17, 2009 and bares no
interest.  The Convertible Note may be converted at a time, at the
option of the holder, into shares of common stock of Smartag at $0.005 per
share.





On
December 31, 2008, Chad Love Lieberman, the Company’s then President and sole
director, paid $15,698 of the Company’s expenses.  This amount was
charged to paid in capital.





On
December 31, 2008, pursuant to a Share Purchase Agreement Chad Love Lieberman,
the Company’s former majority stockholder and President, sold to Smartag
Solutions Bhd. an aggregate of 10,000,000 shares of Company common stock which
amounted to 98.6% of the Company for $220,000 .  On December 31, 2008,
Mr. Lieberman resigned as President.





On March
17, 2009, we entered into a Revolving Promissory Note (the “Secured Note”) with
Smartag Solutions Bhd, a Malaysian corporation, the majority stockholder of the
Company.  Under the terms of the Note, Smartag Solutions Bhd., agreed
to advance to the Company, from time to time and at the request of the Company,
amounts up to an aggregate of $200,000 until December 31, 2009.  All
advances shall be paid on or before December 31, 2009 and interest shall accrue
from the date of any advances on any principal amount withdrawn, and on accrued
and unpaid interest thereon, at the rate of zero percent (0%) per annum,
compounded annually. As of December 31, 2009, Smartag Solutions Bhd advanced us
$77,568.  The Secured Note ranks senior to all current and future
indebtedness of Smartag and are secured by substantially all of the assets of
Smartag.





Corporate
Governance and Director Independence.





The
Company has not:





•
            established
      its own definition for determining whether its directors and nominees for
      directors are “independent” nor has it adopted any other standard of
      independence employed by any national securities exchange or inter-dealer
      quotation system, though our current director would not be deemed to be
      “independent” under any applicable definition given that he is an officer
      of the Company; nor•
            established
      any committees of the board of
directors.





Given the
nature of the Company’s business, its limited stockholder base and the current
composition of management, the board of directors does not believe that the
Company requires any corporate governance committees at this time. The board of
directors takes the position that management of a target business will establish
committees that will be suitable for its operations after the Company
consummates a business combination.





As of the
date hereof, the entire board serves as the Company’s audit
committee.





ITEM
14                      PRINCIPAL
ACCOUNTANT FEES AND SERVICES





Audit
Fees





During
the fiscal year ended December 31, 2009 and 2008, we paid our principal
accountant approximately $7,500 and $0, respectively for auditing services they
performed throughout those years.





Tax Fees





During
2009, our principal accountant did not render services to us for tax compliance,
tax advice or tax planning.





All
Other Fees





During
2009, there were no fees billed for products and services provided by the
principal accountant other than those set forth above.











Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of
Independent Auditors





Consistent
with SEC policies regarding auditor independence, the Audit Committee has
responsibility for appointing, setting compensation and overseeing the work of
the independent auditor.  In recognition of this responsibility, the
Audit Committee has established a policy to pre-approve all audit and
permissible non-audit services provided by the independent auditor.





1. Audit
services include audit work performed of financial statements, as well as work
that generally only the independent auditor can reasonably be expected to
provide, including statutory audits, and attest services and consultation
regarding financial accounting and/or reporting standards.





2. Audit-Related
services are for assurance and related services that are reasonably related to
the audit or review of our financial statements.





3. Tax
services include all services performed by the independent auditor’s tax
personnel except those services specifically related to the audit of the
financial statements, and includes fees in the areas of tax compliance, tax
planning, and tax advice.





4. Other Fees
are those associated with products or services not captured in the other
categories.











-
29 -


PART
IV





ITEM
15                      EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





(a)
            The
      following documents are filed as a part of this
  Report:





1.
            Financial
      Statements. The following financial statements of
      Smartag International, Inc. are included in
  Item 8:





Report of
Independent Registered Public Accounting Firm.





Balance
Sheets as of December 31, 2009 and 2008.





Statements
of Operations for the year ended December 31, 2009 and 2008 and for the period
from inception through December 31, 2009.





Statements
of Stockholders’ Deficit for the year ended December 31, 2009 and 2008 and for
the period from inception through December 31, 2009.





Statements
of Cash Flows for the year ended December 31, 2009 and 2008 and for the period
from inception through December 31, 2009.





Notes to
Financial Statements.








2.
            Financial
      Statement Schedule(s):





All
schedules are omitted for the reason that the information is included in the
financial statements or the notes thereto or that they are not required or are
not applicable.





3.
            Exhibits:








Number
            Description3.1
            Certificate
      of Incorporation3.2
            Bylaws
      of Smartag International, Inc.10.1
            Convertible
      Note between Smartag International, Inc. and Ventana Capital Partners,
      Inc. dated November 18, 200910.2
            Consulting
      Agreement between Smartag International, Inc. and Venor, Inc. dated
      January 1, 2009.10.3
            Secured
      Revolving Promissory Note between Smartag International Inc. and Smartag
      Solutions Bhd. Dated March 17, 2009.10.4
            Security
      Agreement between Smartag International Inc. and Smartag Solutions Bhd.
      Dated March 17, 2009.31.1
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32.1
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.








-
30 -


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, thereunto duly authorized.





May
      12, 2010
            SMARTAG
      INTERNATIONAL, INC.By:
      /s/ PENG KEONG LIMName:
      Peng Keong LimTitle:  
      President





POWER
OF ATTORNEY





Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below constitutes and appoints
Peng Keong Lim his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.








Signature
            
            Title
            
            Date/s/
      Datuk Abdul Hamed Sepawi
              Datuk
      Abdul Hamed Sepawi
            
            Chairman
      of the Board, Director
            
            May
      12, 2010/
      s/ Peng Keong Lim
              Peng
      Keong Lim
            
            CEO,
      President and Director
            
            May
      12, 2010/s/
      Sim Kay Wah
              Sim
      Kay Wah
            
            Chief
      Financial Officer (Principal Financial Officer and Principal Accounting
      Officer) and Director
            
            May
      12, 2010/s/ Choong Huck
Liang
              Choong
      Huck Liang
            
            Director
            
            May
      12, 2010