<PAGE>   1
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-KSB

 [X] Annual Report Pursuant to Section 13 of 15(d) of the Securities
     Exchange Act of 1934

                   For the fiscal year ended December 31, 2000

                             GLOBAL SMARTCARDS INC.

             Nevada, USA                             86-095147
             -----------                             ---------
    (State of Other jurisdiction of            (IRS Employer ID No.)
     incorporation or organization)



                             38820 North 25th Avenue
                             Phoenix, Arizona, 85027
                    (Address of Principal Executive Offices)

                                 (702) 837-8811
                (Issuer's Telephone Number, Including Area Code)

           Securities registered under Section 12(b) of the Act: None

             Securities registered under Section 12(g) of the Act:

                  Common shares with $0.001 par value per share
                  ---------------------------------------------
                                (Title of Class)

Check whether the Issuer (1) 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 [ X ] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [   ]

The Issuer's revenues for the most recent fiscal year was         NIL        .
                                                          -------------------

The aggregate market value of the Common Stock of the Registrant held by
non-affiliates of the Registrant on March 30, 2001, based on the average closing
bid and asked price of the Common Stock as quoted on the OTC Bulletin Board on
such date, was approximately $         Nil         .
                               -------------------

The number of shares of the Registrant's Common Stock outstanding as of March
30, 2000 was 4 million (4,000,000) shares.

Documents incorporated by reference are contained in Item 13 of this Form
10-KSB.

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<PAGE>   2
                                       2

                             GLOBAL SMARTCARDS INC.
                          ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS
<TABLE>

<S>                                                                                                          <C>
   PART I.....................................................................................................3

ITEM 1 - DESCRIPTION OF BUSINESS..............................................................................3

   SUMMARY....................................................................................................3

ITEM 2 - DESCRIPTION OF PROPERTY..............................................................................3

ITEM 3 - LEGAL PROCEEDINGS....................................................................................4

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS...................................................4

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................................4

   DIVIDENDS..................................................................................................4
   STOCK OPTIONS AND SHARE PURCHASE WARRANTS..................................................................4
   SHARE ISSUANCES FROM INCEPTION TO MARCH 30, 2001...........................................................4

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............................................5

ITEM 7 - FINANCIAL STATEMENTS.................................................................................6

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.................6

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS COMPLIANCE WITH
         SECTION 16(A) OF THE EXCHANGE ACT....................................................................6

ITEM 10 - EXECUTIVE COMPENSATION..............................................................................6
   OPTION GRANTS IN LAST FISCAL YEAR..........................................................................7
   COMPENSATION OF DIRECTORS..................................................................................7
   EMPLOYMENT CONTRACTS.......................................................................................7

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................7

   STOCK OPTION PLAN..........................................................................................7
   PENSION PLANS..............................................................................................7

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................................................8

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K....................................................................8

   SIGNATURES.................................................................................................8
</TABLE>



<PAGE>   3

                                       3
                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

SUMMARY

GLOBAL SMARTCARDS INC. ("Global") was incorporated under the laws of Nevada on
February 16, 1999 under the name Global Smartcards Inc. The company is a
development stage company with a principal business objective to sell and market
Smart Cards (plastic cards with embedded microprocessors) to hotels, resorts,
cruise lines and casinos. The original Articles of the Company authorized the
issuance of twenty- five million (25,000,000) common shares. There are
twenty-five million (25,000,000) shares of Common Stock at par value of $0.001
per share and no Preferred stock. In connection with its formation, a total of
two million (2,000,000) shares of its common stock were purchased by the three
founders of the Company, on February 18, 1999 for cash. Between February 23 and
February 28, 1999, the Company sold one million (1,000,000) shares of its common
stock in connection with a public offering at a price of $0.025 per share. On or
about February 28, 1999, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation "D," Rule 504 of the
Securities Act of 1933, as amended, whereby it sold one million (1,000,000)
shares of the Common Stock of the Company for twenty-five thousand ($25,000)
dollars to approximately twenty-five (25) unaffiliated shareholders of record.
The Company filed an original Form D with the Securities and Exchange Commission
on or about February 25, 1999. On August 26 1999, the company completed a
subsequent Public Offering that was offered without registration under the
Securities Act of 1933, as amended (The "Act"), in reliance upon the exemption
from registration afforded by sections 4(2) and 3 (b) of the Securities Act and
Regulation "D" promulgated thereunder. The Company sold to six (6) additional
unaffiliated shareholders, one million (1,000,000) shares of common stock at a
price of $.05 per share for a total amount raised of fifty thousand ($50,000)
dollars. As of March 30, 2001 the Company had four million (4,000,000) shares of
its $0.001 par value common voting stock issued and outstanding which are held
by approximately thirty four (34) shareholders, including the three founding
shareholders, of record.


ITEM 2 - DESCRIPTION OF PROPERTY

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

Management believes that placing this technology into foreign resorts would
enhance the Company's revenues as wholesaler volume discounts for hardware would
then be made available to these

<PAGE>   4
                                       4

customers from the Company. The Company hopes to also achieve revenues from
maintenance contracts and supply of new cards.


ITEM 3 - LEGAL PROCEEDINGS

There are no material legal proceedings to which the Issuer is a party nor to
the best of the knowledge of management, are any material legal proceedings
contemplated.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

No matters were submitted to a vote by shareholders during the fourth quarter of
the fiscal year ended December 31, 2000.


                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public market for the common shares of Global.

DIVIDENDS

Global has not paid any cash dividends on its common stock and does not
anticipate paying any cash dividends in the foreseeable future. Global currently
intends to retain future earnings, if any, to fund the development and growth of
its business. Any future determination to pay cash dividends will be at the
discretion of the board of directors and will be dependent upon Global's
financial condition, operating results, capital requirements, applicable
contractual restrictions and other factors as the board of directors deems
relevant.

STOCK OPTIONS AND SHARE PURCHASE WARRANTS

There are no outstanding stock options or share purchase warrants to purchase
securities of the Company.

SHARE ISSUANCES FROM INCEPTION TO MARCH 30, 2001

A total of two million (2,000,000) shares of the Company's common stock were
purchased by the three founders of the Company, on February 18, 1999 for cash.
Between February 23 and February 28, 1999, the Company sold One Million
(1,000,000) shares of its common stock in connection with a public offering at a
price of $0.025 per share. On or about February 28, 1999, the Company completed
a public offering of shares of common stock pursuant to Regulation D, Rule 504
of the Securities Act of 1933, as amended, whereby it sold one million
(1,000,000) shares of the Common Stock of the Company for twenty-five thousand
($25,000) dollars to approximately twenty-five (25) unaffiliated shareholders of
record. The Company filed an original Form D with the Securities and Exchange
Commission on or about February 25, 1999. On August 26, 1999, the company
completed a subsequent Public Offering that was offered without registration
under the Securities Act of 1933, as amended (the "Act"), in reliance upon the
exemption from registration afforded by sections 4(2) and 3 (b) of the
Securities Act and Regulation D promulgated thereunder. The Company sold to six
6) additional unaffiliated shareholders, one million (1,000,000) shares of
common stock at a price of $.05 per share for a total amount raised of fifty
thousand ($50,000) dollars. As of March 30, 2001, the Company had 4,000,000
million shares of its $0.001 par value common voting stock issued and
outstanding.

<PAGE>   5
                                       5

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

Management discussion and analysis of financial condition and results of
operations for the period from inception (February 16, 1999) to December 31,
2000.

An original stock offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as amended,
pursuant to Regulation D, Rule 504, of the Act. a total of two million
(2,000,000) shares of its common stock were purchased by the three founders of
the Company, on February 18, 1999 for cash. Between February 23 and February 28,
1999, the Company sold One Million (1,000,000) shares of its common stock in
connection with a public offering at a price of $0.025 per share. On or about
February 28, 1999, the Company completed a public offering of shares of common
stock of the Company pursuant to Regulation "D," Rule 504 of the Securities Act
of 1933, as amended, whereby it sold one million (1,000,000) shares of the
Common Stock of the Company for twenty-five thousand ($25,000) dollars to
approximately twenty-five (25) unaffiliated shareholders of record. The Company
filed an original Form D with the Securities and Exchange Commission on or about
February 25, 1999. On August 26 1999, the company completed a subsequent Public
Offering that was offered without registration under the Securities Act of 1933,
as amended (The "Act"), in reliance upon the exemption from registration
afforded by sections 4(2) and 3 (b) of the Securities Act and Regulation "D"
promulgated thereunder. The Company sold to six (6) additional shareholders, one
million (1,000,000) shares of common stock at a price of $.05 per share for a
total amount raised of fifty thousand ($50,000) dollars. As of March 30, 2001,
the Company has four million shares (4,000,000) shares of its $0.001 par value
common voting stock issued and outstanding which are held by approximately
thirty-four (34) shareholders, including the three founding shareholders, of
record.

If the Company cannot generate sufficient revenues or raise money in the next 12
months, it is most likely the company will not be able to stay in business.
Global SmartCards, Inc. is a developmental stage company. The Company does not
anticipate any revenues until it can identify and sell customers its products.

The Company expects that it will continue to experience negative operating cash
flow for the foreseeable future as a result of administration and operating
costs. The Company does not have significant cash or other material assets, nor
does it have an established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. It is, however, the intent
of the Company to seek to raise additional capital via a private placement
offering pursuant to Regulation "D" Rule 505 or 506 or a private placement once
the Company is trading on OTC-BB. If the Company needs to raise additional funds
in order to fund expansion, develop new or enhanced services or products,
respond to competitive pressures or acquire complementary products, businesses
or technologies, any additional funds raised through the issuance of equity or
convertible debt securities, the percentage ownership of the stockholders of the
Company will be reduced, stockholders may experience additional dilution and
such securities may have rights, preferences or privileges senior to those of
the Company's Common Stock. The Company does not currently have any contractual
restrictions on its ability to incur debt and, accordingly, the Company could
incur significant amounts of indebtedness to finance its operations. Any such
indebtedness could contain covenants which would restrict the Company's
operations. There can be no assurance that additional financing will be
available on terms favorable to the Company, or at all. If adequate funds are
not available or are not available on acceptable terms, the Company may not be
able to continue in business, or to a lessor extent not be able to take
advantage of acquisition opportunities, develop or enhance services or products
or respond to competitive pressures. The Company does not have any preliminary
agreements or understandings between the company and its stockholders/officers
and directors with respect to loans or financing to operate the company.
<PAGE>   6

                                       6

Management believes that the Company's future growth and success will depend on
its ability to find customers for its Smart Card products, and their ability to
develop a Web site to support their services. The Company expects to continually
evaluate its potential products to determine what additional products or
enhancements are required by the marketplace. The Company does not plan to
develop products internally, but find suppliers who would be willing to sell,
market or license their products through the Company. This can help avoid the
time and expense involved in developing actual products. The Company has yet to
incur any research and development costs and the only research and development
the Company plans to incur is in respect to finding suitable products which
offer the Company potential for revenues and profits.

The Company currently does not expect to purchase or sell any of its equipment,
since it owns no equipment. Any computer equipment to be utilized is equipment
owned by the Officers of the Company.


ITEM 7 - FINANCIAL STATEMENTS

                             GLOBAL SMARTCARDS INC.
             CONSOLIDATED FINANCIAL STATEMENTS FOR DECEMBER 31, 2000

                                Table of Contents
<TABLE>
<CAPTION>

                                                                                              Page No.
                                                                                              --------
<S>                                                                                            <C>
Independent Auditor's Report ....................................................................F-1

Financial Statements:
         Consolidated Balance Sheet..............................................................F-2
         Consolidated Statement of Operations....................................................F-3
         Consolidated Statement of Changes in Stockholders' Equity...............................F-4
         Consolidated Statement of Cash Flows....................................................F-5
         Notes to Consolidated Financial Statements..............................................F-6

Independent Auditor's Report dated May 19, 2000.................................................F-10

Financial Statements:
         Consolidated Balance Sheet.............................................................F-11
         Consolidated Statement of Liabilities and Stockholders' Equity.........................F-12
         Consolidated Statement of Operations...................................................F-13
         Consolidated Statement of Changes in Stockholders' Equity..............................F-14
         Consolidated Statement of Cash Flows...................................................F-15
         Notes to Consolidated Financial Statements.............................................F-16
</TABLE>
<PAGE>   7

[MOORE STEPHENS ELLIS FOSTER LTD. LETTERHEAD]
    CHARTERED ACCOUNTANTS

1650 West 1st Avenue
Vancouver, BC Canada V6J 1G1
Telephone: (604) 734-1112 Facsimile: (604) 714-5916
E-Mail: generaldelivery@ellisfoster.bc.ca

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

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS

GLOBAL SMARTCARDS INC.
(A development stage enterprise)

We have audited the balance sheet of GLOBAL SMARTCARDS INC. ("the Company") (a
development stage enterprise) as at December 31, 2000 and the related statements
of stockholders' equity, operations and cash flows and the cumulative data for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2000 and the
results of its operations and cash flows and the cumulative data for the year
then ended in conformity with generally accepted accounting principles in the
United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt as to its ability to continue
as a going concern. Management's plan in regard to these matters is described in
Note 5. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

The financial statements as at December 31, 1999 and the related statements of
stockholders' equity, operations and cash flows from February 16, 1999
(inception) to December 31, 1999 were audited by another auditor who expressed
an opinion without reservation in his issued report dated May 19, 2000. We did
not audit the cumulative data from February 16, 1999 (inception) to December 31,
1999 in the statements of stockholders' equity, operations and cash flows, which
were audited by another auditor whose report has been furnished to us. Our
opinion, insofar as it relates to the amounts included for cumulative data from
February 16, 1999 (inception) to December 31, 1999 is based solely on the report
of the former auditor.


Vancouver, Canada                             "MOORE STEPHENS ELLIS FOSTER LTD."
March 16, 2001                                       Chartered Accountants


                                      F-1








<PAGE>   8


GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Balance Sheet
(EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
                                                                      December 31        December 31
                                                                             2000               1999
                                                                      -----------        -----------
<S>                                                                    <C>               <C>
ASSETS

CURRENT
  Cash and cash equivalents                                            $    5,018        $    8,165
  Loan to a director                                                       15,000            15,000
                                                                      -----------        ----------
TOTAL ASSETS                                                           $   20,018        $   23,165
                                                                      ===========        ==========
LIABILITIES

CURRENT
  Accounts payable                                                     $    1,500        $      500
                                                                      -----------        ----------
TOTAL LIABILITIES                                                           1,500               500
                                                                      -----------        ----------
STOCKHOLDERS' EQUITY

SHARE CAPITAL
  Authorized:
    25,000,000 common shares, par value $0.001
  Issued:
    4,000,000 common shares                                                 4,000             4,000

ADDITIONAL PAID-IN CAPITAL                                                 73,000            73,000

ACCUMULATED (DEFICIT) DURING THE DEVELOPMENT STAGE                        (58,482)          (54,335)
                                                                      -----------        ----------
STOCKHOLDERS' EQUITY                                                       18,518            22,665
                                                                      -----------        ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $   20,018        $   23,165
                                                                      ===========        ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                      F-2
<PAGE>   9


GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Statement of Operations
(EXPRESSED IN U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                             Cumulative from
                                                                February 16                  Year           February 16
                                                            1999 (inception)                Ended               1999 to
                                                              to December 31          December 31           December 31
                                                                        2000                 2000                  1999
                                                            ----------------          -----------           -----------
<S>                                                               <C>                  <C>                   <C>
GENERAL AND ADMINISTRATIVE EXPENSES
  Administrative and general                                      $   58,482           $    4,147            $   54,335
                                                                  ----------           ----------            ----------
NET (LOSS) FOR THE PERIOD                                         $  (58,482)          $   (4,147)           $  (54,335)
                                                                  ==========           ==========            ==========
(LOSS) PER SHARE                                                  $        -           $   (0.001)           $   (0.018)
                                                                  ----------           ----------            ----------
WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING                                                                    4,000,000             3,022,013
                                                                  ----------           ----------            ----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                      F-3

<PAGE>   10


GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Statement of Stockholders' Equity
February 16, 1999 (inception) to December 31, 2000
(EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                    accumulated
                                              Common Stock           Additional                          during             Total
                                          ---------------------        paid-in    Comprehensive     development     stockholders'
                                          Shares     Par amount        capital     income (loss)          stage            equity
                                          ------     ----------      ---------    --------------    -----------     -------------
<S>                                      <C>         <C>           <C>             <C>               <C>                <C>
February 17, 1999:
  Issued for cash                        2,000,000   $   2,000     $        -      $        -        $         -        $   2,000

June 18, 1999: issued for
  cash from public offering              1,000,000       1,000         24,000               -                  -           25,000

August 26, 1999: issued for
  cash from public offering              1,000,000       1,000         49,000               -                  -           50,000

Comprehensive (loss)
  Net (loss) for the period                      -           -              -         (54,335)           (54,335)         (54,335)
                                         ---------   ---------     ----------     -----------        -----------        ---------
Comprehensive (loss)                                                                  (54,335)
                                                                                  ===========
BALANCE,
  December 31, 1999                      4,000,000       4,000         73,000               -            (54,335)          22,665

Comprehensive (loss)
  Net (loss) for the year                        -           -              -          (4,147)            (4,147)          (4,147)
                                         ---------   ---------     ----------     -----------        -----------        ---------
Comprehensive (loss)                                                                   (4,147)
                                                                                  ===========
BALANCE,
  December 31, 2000                      4,000,000   $   4,000     $   73,000                         $  (58,482)       $  18,518
                                         =========   =========     ==========                        ===========        =========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                      F-4

<PAGE>   11



GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Statement of Cash Flows
(EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>

                                                   Cumulative from
                                                       February 16                  Year          February 16
                                                  1999 (inception)                 Ended              1999 to
                                                    to December 31           December 31          December 31
                                                              2000                  2000                 1999
                                                  ----------------           -----------          -----------
<S>                                                   <C>                   <C>                  <C>
CASH FLOWS FROM (USED IN)
  OPERATING ACTIVITIES
   Net (loss) for the period                          $   (58,482)          $    (4,147)         $   (54,335)
   Changes in assets and liabilities
    - advances to a director                              (15,000)                    -              (15,000)
    - accounts payable                                      1,500                 1,000                  500
                                                      -----------           -----------          -----------
                                                          (71,982)               (3,147)             (68,835)
                                                      -----------           -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                   77,000                     -               77,000
                                                      -----------           -----------          -----------
INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                      5,018               (3,147)                8,165

CASH AND CASH EQUIVALENTS,
  beginning of period                                           -                 8,165                    -
                                                      -----------           -----------          -----------
CASH AND CASH EQUIVALENTS,
  end of period                                       $     5,018           $     5,018          $     8,165
                                                      ===========           ===========          ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                      F-5
<PAGE>   12


GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Notes to Financial Statements
December 31, 2000 and 1999
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------

1.       NATURE OF BUSINESS

         The Company was organized on February 16, 1999, under the laws of the
         State of Nevada, U.S.A. as Global Smartcards Inc. The Company currently
         has no operations and in accordance with SFAS #7, it is considered a
         development company.

2.       SIGNIFICANT ACCOUNTING POLICIES

         (a)  Accounting Estimates

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

         (b)  Cash Equivalents

              Cash equivalents comprise of certain highly liquid instruments
              with a maturity of three months or less when purchased. As at
              December 31, 2000 and December 31, 1999, there were no cash
              equivalents.

         (c)  Concentration of Credit Risk

              The Company places its cash and cash equivalents with high credit
              quality financial institutions. As of December 31, 2000 and 1999,
              the Company has no funds placed in a bank beyond insured limits.

         (d)  Advertising Expenses

              The Company expenses advertising costs as incurred. There were no
              advertising expenses incurred by the Company for the periods ended
              December 31, 2000 and December 31, 1999.

         (e)  Foreign Currency Transactions

              The Company maintains its accounting records in U.S. dollars.

              At the transaction date, each asset, liability, revenue and
              expense is translated into U.S. dollars by the use of the exchange
              rate in effect at that date. At the period end, monetary assets
              and liabilities are translated into U.S. dollars by using the
              exchange rate in effect at that date. The resulting foreign
              exchange gains and losses are included in operations.



                                      F-6

<PAGE>   13

GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Notes to Financial Statements
December 31, 2000 and 1999
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------

2.       SIGNIFICANT ACCOUNTING POLICIES   (continued)

         (f)  Fair Value of Financial Instruments

              The carrying value of certain on-balance-sheet financial
              instruments approximated their fair value. These financial
              instruments include cash, and amount advanced to a director. Fair
              value of these financial instruments approximates its carrying
              values since they are short term in nature. Management is of the
              opinion that the Company is not exposed to significant interest,
              credit or currency risks arising from these financial instruments.

         (g)  Income Taxes

              The Company has adopted Statement of Financial Accounting
              Standards ("SFAS") No. 109, "Accounting for Income Taxes", which
              requires the Company to recognize deferred tax liabilities and
              assets for the expected future tax consequences of events that
              have been recognized in the Company's financial statements or tax
              returns using the liability method. Under this method, deferred
              tax liabilities and assets are determined based on the temporary
              differences between the financial statement and tax bases of
              assets and liabilities using enacted tax rates in effect in the
              years in which the differences are expected to reverse.

         (h)  Loss Per Share

              Net loss per share is provided in accordance with Statement of
              Financial Accounting Standards No. 128 (SFAS #128) Earnings Per
              Share. Basic loss per share is computed by dividing losses
              available to common stockholders by the weighted average number of
              common shares outstanding during the period. Diluted loss per
              share reflects per share amounts that would have resulted if
              dilative common stock equivalents had been converted to common
              stock. As of December 31, 2000 and 1999, the Company has no
              dilutive common stock equivalents such as stock options.

                                      F-7

<PAGE>   14

GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Notes to Financial Statements
December 31, 2000 and 1999
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------

2.       SIGNIFICANT ACCOUNTING POLICIES   (continued)

         (i)  Accounting for Derivative Instruments and Hedging Activities

              In June 1998, the Financial Accounting Standards Board issued SFAS
              No. 133 "Accounting for Derivative Instruments and Hedging
              Activities". SFAS No. 133 requires companies to recognize all
              derivatives contracts as either assets or liabilities in the
              balance sheet and to measure them at fair value. If certain
              conditions are met, a derivative may be specifically designated as
              a hedge, the objective of which is to match the timing of gain or
              loss recognition on the hedging derivative with the recognition of
              (i) the changes in the fair value of the hedged asset or liability
              that are attributable to the hedged risk or (ii) the designated as
              a hedging instrument, the gain or loss is recognized in income in
              the period of change. SFAS No. 133 is effective for all fiscal
              quarters of fiscal years beginning after June 15, 2000.

              Historically, the Company has not entered into derivatives
              contracts either to hedge existing risks or for speculative
              purposes. The Company does not anticipate that the adoption of the
              statement will have a significant impact on its financial
              statements.

         (j)  Accounting on Cost of Start-up Activities

              In April, 1998, the American Institute of Certified Public
              Accountants issued Statement of Position 98-5, Reporting on the
              Costs of Start-up Activities, ("SOP 98-5") which provides guidance
              on the financial reporting of start-up costs and organization
              costs. It requires costs of start-up activities and organization
              costs to be expensed as incurred. SOP 98-5 is effective for fiscal
              years beginning after December 15, 1998 with initial adoption
              reported as the cumulative effect of a change in accounting
              principle. Adoption of this standard has no material effect on the
              financial statements.

                                      F-8
<PAGE>   15

GLOBAL SMARTCARDS INC.
(A development stage enterprise)

Notes to Financial Statements
December 31, 2000 and 1999
(EXPRESSED IN U.S. DOLLARS)
-------------------------------------------------------------------------------
3.       INCOME TAXES

         (a)  The Company has estimated net losses for tax purposes to December
              31, 2000, totalling approximately $58,500, which may be applied
              against future taxable income until 2014. Accordingly, there is no
              tax expense charged to the Statement of Operations for the years
              ended December 31, 2000 and 1999. The Company evaluates its
              valuation allowance requirements on an annual basis based on
              projected future operations. When circumstances change and this
              causes a change in management's judgement about the realizability
              of deferred tax assets, the impact of the change on the valuation
              allowance is generally reflected in current income/loss.

         (b)  The tax effects of temporary differences that give rise to the
              Company's deferred tax asset (liability) are as follows:
<TABLE>
<CAPTION>

                                                     2000           1999
                                                     ----           ----

              <S>                                  <C>            <C>
              Tax loss carryforwards               $19,900        $18,500
              Valuation allowance                  (19,900)       (18,500)
                                                   -------        -------
                                                   $     -        $     -
                                                   =======        =======
</TABLE>

4.       RELATED PARTY TRANSACTIONS

         Advances to a director are unsecured and non-interest bearing.

5.       CONTINUANCE OF OPERATIONS

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



                                      F-9

<PAGE>   16


                             BARRY L. FRIEDMAN, P.C.
                           Certified Public Accountant

1582 TULITA DRIVE                                         OFFICE (702) 261-8414
LAS VEGAS, NEVADA  89123                                 FAX NO. (702) 896-0278


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


Board of Directors                                                 May 19, 2000
GLOBAL SMARTCARDS INC.
San Diego, California

         I have audited the accompanying balance sheets of GLOBAL SMARTCARDS
INC. (A Development Stage Company), as at March 31, 2000 and December 31, 1999
and the related statements of operations, stockholders' equity, and cash flows
for the periods February 16, 1999 (inception), to December 31, 1999 and January
1, 2000, to March 31, 2000. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

         I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of GLOBAL SMARTCARDS
INC. (A Development Stage Company), as of March 31, 2000 and December 31, 1999,
and the related statements of operations, stockholders' equity and cash flows
for the periods February 16, 1999 (inception), to December 31, 1999 and January
1, 2000, to March 31, 2000, in conformity with generally accepted accounting
principles.

         The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note 5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



/s/ Barry L. Friedman
------------------------------------
Barry L. Friedman
Certified Public Accountant





NOTE: This is a copy of the independent auditors' report issued by Mr. Barry L.
Friedman, Certified Public Accountant to the Board of Directors of Global
Smartcards Inc. on May 19, 2000. Mr. Barry L. Friedman has discontinued
performing auditing and accounting services due to his death.


                                      F-10

<PAGE>   17


                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                     ASSETS

<TABLE>
<CAPTION>
                                         MARCH      DECEMBER
                                        31, 2000    31, 1999
                                        --------    --------
<S>                                     <C>         <C>
CURRENT ASSETS
     Cash                               $  7,208    $  8,165
     Loans to Officers                    15,000      15,000
                                        --------    --------
TOTAL CURRENT ASSETS                    $ 22,208    $ 23,165
                                        --------    --------
OTHER ASSETS                            $      0    $      0
                                        ========    ========
TOTAL OTHER ASSETS                      $      0    $      0
                                        ========    ========
TOTAL ASSETS                            $ 22,208    $ 23,165
                                        ========    ========
</TABLE>












    The accompanying notes are an integral part of these financial statements

                                      F-11


<PAGE>   18

                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                  MARCH         DECEMBER
                                                 31, 2000       31, 1999
                                                ---------      ---------
<S>                                             <C>            <C>
CURRENT LIABILITIES
     Officers' Advances (Note #8)               $     500      $     500
                                                ---------      ---------
     TOTAL CURRENT LIABILITIES                  $     500      $     500
                                                ---------      ---------
STOCKHOLDERS' EQUITY (Note #4)

     Common stock
     Par value $0.001
     Authorized 25,000,000 shares
     Issued and outstanding at

     December 31, 1999 -
     4,000,000 shares                                          $   4,000

     March 31, 2000  -
     4,000,000 shares                           $   4,000

     Additional Paid-In Capital                    73,000         73,000

     Deficit accumulated during
     The development stage                        -55,292        -54,335
                                                ---------      ---------
TOTAL STOCKHOLDERS' EQUITY                      $  21,708      $  22,665
                                                ---------      ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                            $  21,708      $  23,165
                                                =========      =========
</TABLE>




    The accompanying notes are an integral part of these financial statements

                                      F-12


<PAGE>   19

                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                   JAN. 1          FEB. 16,         FEB.16,  1999
                                  2000, TO         1999, TO          (INCEPTION)
                                   MAR. 31,        DEC. 31,          TO MAR. 31,
                                     2000            1999               2000
                                 -----------     ------------       ------------
<S>                              <C>             <C>                <C>
INCOME
     Revenue                     $         0     $          0       $          0
                                 -----------     ------------       ------------
EXPENSES
     General, Selling and
     Administrative              $       957     $     54,335       $     55,292
                                 -----------     ------------       ------------
     TOTAL EXPENSES              $       957     $     54,335       $     55,292
                                 -----------     ------------       ------------
NET PROFIT/LOSS (-)              $      -957     $    -54,335       $    -55,292
                                 -----------     ------------       ------------
Net Profit/Loss(-)
 Basic &  dilitive
(Note #2)                        $    -.0002     $     -.1798       $     -.1707
                                 -----------     ------------       ------------
Weighted average
Number of common
shares outstanding                 4,000,000        3,022,013          3,239,609
                                 -----------     ------------       ------------
</TABLE>











    The accompanying notes are an integral part of these financial statements

                                      F-13



<PAGE>   20

                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                   Additional        Accumu-
                                       Common         Stock         paid-in           lated
                                       Shares         Amount        Capital          Deficit
                                     ---------     ----------     ----------      -----------
<S>                                  <C>           <C>            <C>             <C>
February 17, 1999
Issued for cash                      2,000,000     $    2,000     $        0

June 18, 1999
Issued from Public Offering          1,000,000          1,000         24,000

August 26, 1999
Issued from Public Offering          1,000,000          1,000         49,000

Net loss year ended
February 16, 1999
(Inception) to
December 31, 1999                                                                 $   -54,335
                                     ---------     ----------     ----------      -----------
Balance,
December 31, 1999                    4,000,000     $    4,000     $   73,000      $   -54,335

Net loss,
January 1, 2000 to
March 31, 2000                                                                           -957
                                     ---------     ----------     ----------      -----------
Balance,
March 31, 2000                       4,000,000     $    4,000     $   73,000      $   -55,292
                                     ---------     ----------     ----------      -----------
</TABLE>













    The accompanying notes are an integral part of these financial statements

                                      F-14

<PAGE>   21

                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                      JAN. 1         FEB. 16,    FEB.16, 1999
                                      2000, TO       1999, TO    (INCEPTION)
                                      MAR. 31,       DEC. 31,    TO MAR. 31,
                                       2000           1999          2000
                                     ---------     ----------   -----------
<S>                                  <C>           <C>          <C>
Cash Flows from
Operating Activities

     Net Loss                        $    -957     $  -54,335   $   -55,292

     Adjustment to
     Reconcile net loss
     To net cash provided
     by operating
     Activities

Changes in assets and
Liabilities

     Loans to Officers                       0        -15,000       -15,000
     Officers' Advances                      0           +500          +500
                                     ---------     ----------   -----------
Net cash used in
Operating activities                 $    -957     $  -68,835   $   -69,792

Cash Flows from
Investing Activities                         0              0             0

Cash Flows from
Financing Activities

     Issuance of Common
     Stock for Cash                          0        +77,000       +77,000
                                     ---------     ----------   -----------
Net Increase (decrease)              $    -957     $    8,165         7,208

Cash,
Beginning of period                     +8,165              0             0
                                     ---------     ----------   -----------

Cash, End of Period                  $   7,208     $    8,165   $     7,208
                                     ---------     ----------   -----------
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      F-15


<PAGE>   22

                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 2000, and December 31, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was organized February 16, 1999, under the laws of the
         State of Nevada as GLOBAL SMARTCARDS INC. The Company currently has no
         operations and in accordance with SFAS #7, is considered a development
         company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Accounting Method

                  The Company records income and expenses on the accrual method.

         Estimates

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

         Cash and equivalents

                  The Company maintains a cash balance in a non-interest-bearing
                  bank that currently does not exceed federally insured limits.
                  For the purpose of the statements of cash flows, all highly
                  liquid investments with the maturity of three months or less
                  are considered to be cash equivalents. There are no cash
                  equivalents as of December 31, 1999, or March 31, 2000.

         Income Taxes

                  Income taxes are provided for using the liability method of
                  accounting in accordance with Statement of Financial
                  Accounting Standards No. 109 (SFAS #109) "Accounting for
                  Income Taxes". A deferred tax asset or liability is recorded
                  for all temporary difference between financial and tax
                  reporting. Deferred tax expense (benefit) results from the net
                  change during the year of deferred tax assets and liabilities.



                                      F-16
<PAGE>   23

                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      March 31, 2000, and December 31, 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Reporting on Costs of Start-Up Activities

                  Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
                  Costs of Start-Up Activities" which provides guidance on the
                  financial reporting of start-up costs and organization costs.
                  It requires most costs of start-up activities and organization
                  costs to be expensed as incurred. With the adoption of SOP
                  98-5, there has been little or no effect on the company's
                  financial statements.

         Loss Per Share

                  Net loss per share is provided in accordance with Statement of
                  Financial Accounting Standards No. 128 (SFAS #128) "Earnings
                  Per Share". Basic loss per share is computed by dividing
                  losses available to common stockholders by the weighted
                  average number of common shares outstanding during the period.
                  Diluted loss per share reflects per share amounts that would
                  have resulted if dilative common stock equivalents had been
                  converted to common stock. As of August 26, 1999, the Company
                  had no dilative common stock equivalents such as stock
                  options.

         Year End

                 The Company has selected December 31st as its year-end.

         Year 2000 Disclosure

                  The year 2000 issue is the result of computer programs being
                  written using two digits rather than four to define the
                  applicable year. Computer programs that have time sensitive
                  software may recognize a date using "00" as the year 1900
                  rather than the year 2000. This could result in a system
                  failure or miscalculations causing disruption of normal
                  business activities. Since the Company currently has no
                  operating business and does not use any computers, and since
                  it has no customers, suppliers or other constituents, there
                  are no material Year 2000 concerns.


                                      F-17

<PAGE>   24

                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      March 31, 2000, and December 31, 1999

NOTE 3 - INCOME TAXES

         There is no provision for income taxes for the period ended March 31,
         2000, due to the net loss and no state income tax in Nevada, the state
         of the Company's domicile and operations. The Company's total deferred
         tax asset as of December 31, 1999 is as follows:

<TABLE>
                  <S>                                         <C>
                  Net operation loss carry forward            $   54,335
                  Valuation allowance                         $   54,335
                  Net deferred tax asset                      $        0
</TABLE>


NOTE 4 - STOCKHOLDERS' EQUITY

         Common Stock

         The authorized common stock of the corporation consists of 25,000,000
         shares with a par value $.001 per share.

         Preferred Stock

         GLOBAL SMARTCARDS INC. has no preferred stock.

         On February 17, 1999 the company issued 2,000,000 shares for
         consideration of $2,000 to its directors.

         On June 18, 1999, the company completed a Public Offering that was
         offered without registration under the Securities Act of 1933, as
         amended (The "Act"), in reliance upon the exemption from registration
         afforded by sections 4(2) and 3(b) of the Securities Act and Regulation
         "D" promulgated thereunder. The Company sold 1,000,000 share of common
         stock at a price of $.025 per share for a total amount raised of
         $25,000.

         On August 26 1999, the company completed a Public Offering that was
         offered without registration under the Securities Act of 1933, as
         amended (The "Act"), in reliance upon the exemption from registration
         afforded by sections 4(2) and 3(b) of the Securities Act and Regulation
         "D" promulgated thereunder. The Company sold 1,000,000 share of common
         stock at a price of $.05 per share for a total amount raised of
         $50,000.


                                      F-18

<PAGE>   25


                             GLOBAL SMARTCARDS INC.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      March 31, 2000, and December 31, 1999

NOTE 5 - GOING CONCERN

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

NOTE 6 - RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal property. An
         officer of the corporation provides office services without charge.
         Such costs are immaterial to the financial statements and accordingly,
         have not been reflected therein. The officers and directors of the
         Company are involved in other business activities and may in the
         future, become involved in other business opportunities. If a specific
         business opportunity becomes available, such persons may face a
         conflict in selecting between the Company and their other business
         interests. The Company has not formulated a policy for the resolution
         of such conflicts.

NOTE 7 - WARRANTS AND OPTIONS

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

NOTE 8 - OFFICERS ADVANCES

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

                                      F-19

<PAGE>   26




To Whom It May Concern:                                             May 19, 2000

         The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of May 19, 2000, on the Financial
Statements of GLOBAL SMARTCARDS INC., as of March 31, 2000, in any filings that
are necessary now or in the near future with the U.S. Securities and Exchange
Commission.




Very truly yours,



---------------------------
Barry L. Friedman
Certified Public Accountant



                                      F-20
<PAGE>   27
                                       6



ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.


                                    PART III

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


<TABLE>
<CAPTION>

                 NAME                      AGE                                 POSITION
                 ----                      ---                                 --------

<S>                                         <C>     <C>
 Georgios Polyhronopoulos                   41      President, Chief Executive Officer and Director
 Larry L. Richardson                        53      Secretary, Chief Technology Officer and Director
</TABLE>


ITEM 10 - EXECUTIVE COMPENSATION

The following table sets forth certain compensation paid or accrued by the
Company to Mr. Georgios Polyhronopoulos, Global's current President and Chief
Executive Officer during the fiscal years ended December 31, 1999 and 2000.


<PAGE>   28

                                       7
<TABLE>
<CAPTION>

                                     ANNUAL COMPENSATION                       LONG TERM COMPENSATION
                               -----------------------------    ---------------------------------------------------
                                                                                 AWARDS                   PAYOUTS
                                                                ---------------------------------------  ----------
                                                                              SECURITIES  RESTRICTED
                                                                   OTHER        UNDER      SHARES OR
                                YEAR                               ANNUAL      OPTIONS    RESTRICTED       LTIP       ALL OTHER
NAME AND PRINCIPAL POSITION    ENDING      SALARY     BONUS     COMPENSATION   GRANTED    SHARE UNITS     PAYOUTS    COMPENSATION
-----------------------------  -------     -------    -----     ------------  ----------  ------------    --------   -------------
<S>                              <C>       <C>         <C>          <C>         <C>          <C>           <C>          <C>
Georgios Polyhronopoulos         2000        Nil        Nil          Nil          Nil          Nil           Nil          Nil
                                 1999      $12,000      Nil          Nil          Nil          Nil           Nil          Nil

</TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

No options were granted in fiscal 2000.

COMPENSATION OF DIRECTORS

None of the Directors receive Director's fees.

EMPLOYMENT CONTRACTS

Global does not currently have any employment agreements sin effect.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 30, 2000 information with respect to
the beneficial ownership by each person who is known to Global to be the
beneficial owner of more than 5% of Global's common shares, by each director and
executive officer and by all executive officers and directors as a group. All
persons named below have sole voting and investment power over their shares
except as otherwise noted. Global's common stock is the only class of voting
securities outstanding.
<TABLE>
<CAPTION>

                                                                    COMMON SHARES
                                                                 BENEFICIALLY OWNED         PERCENTAGE OF
NAME MUNICIPALITY OF RESIDENCE AND OFFICE HELD                 DIRECTLY OR INDIRECTLY       COMMON SHARES
----------------------------------------------                 ----------------------       -------------
<S>                                                                   <C>                       <C>
  George Polyhronopoulos, Phoenix, AZ., Chairman, CEO,                1,500,000                 37.5%
  Director

  Larry Richardson, Albuquerque, NM., Secretary, Director,             250,000                  6.25%
  Chief Technology Officer

  Stephen Antol, Paradise Valley, AZ.,                                 250,000                  6.25%

  All Officers and Directors as a Group                               1,750,000                43.75%
</TABLE>

STOCK OPTION PLAN

Global does not have a stock option plan.

PENSION PLANS

Global does not have a defined benefit pension plan that provides annual
benefits to any Executive Officers.

<PAGE>   29


                                       8

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

No reports were filed on Form 8-K during the fourth quarter of the period
covered by this Form 10KSB.
<TABLE>
<CAPTION>

        EXHIBIT                                               DESCRIPTION
        -------                                               -----------
<S>                                                             <C>
        None
</TABLE>


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
causes this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   GLOBAL SMARTCARDS INC.

                                   Per:
                                        /s/ George Polyhronopoulos
                                        -------------------------------------
                                        George Polyhronopoulos
                                        President and Director

                                        Dated:  April 18, 2001


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities indicated.

                                   Signatures:

                                   /s/ George Polyhronopoulos
                                   ----------------------------------------
                                   George Polyhronopoulos
                                   President and Director

                                   /s/ Larry Richardson
                                   ----------------------------------------
                                   Larry Richardson
                                   Secretary and Director


                                   Dated:  April 18, 2001