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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                             GLOBAL SMARTCARDS INC.
                 (Name of small business issuer in its charter)

          NEVADA, USA                                      86-0951473
(State or other jurisdiction of                        (IRS Employer ID No.)
 incorporation or organization)

                        #1305 - 1090 WEST GEORGIA STREET
                  VANCOUVER, BRITISH COLUMBIA, CANADA, V6E 3V7
               (Address of principal executive offices) (Zip code)

                                 (604) 685-9316
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

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

                  COMMON STOCK 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  Exchange  Act during the past 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 registrant'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 February 26,  2003,  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 February
26, 2003 was 4.6 million (4,600,000) shares.
             -----------------------
Documents incorporated by reference:  NONE.

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

                                      - 1 -

<PAGE>



                             GLOBAL SMARTCARDS INC.
                          ANNUAL REPORT ON FORM 10-KSB
                                TABLE OF CONTENTS


PART I.........................................................................3
      ITEM 1 - DESCRIPTION OF BUSINESS.........................................3
                Summary........................................................3
      ITEM 2 - DESCRIPTION OF PROPERTY.........................................3
      ITEM 3 - LEGAL PROCEEDINGS...............................................3
      ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS..............4

PART II........................................................................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 February 26, 2003............4
      ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......5
                Operations.....................................................5
                Liquidity and Capital Resources................................5
      ITEM 7 - FINANCIAL STATEMENTS............................................6
      ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE............................6

PART III.......................................................................6
      ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.....6
      ITEM 10 - EXECUTIVE COMPENSATION.........................................7
                 Option Grants in Last Fiscal Year.............................7
                 Compensation of Directors.....................................8
                 Employment Contracts..........................................8
      ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                 OWNERS AND MANAGEMENT.........................................8
                 Stock Option Plan.............................................8
                 Pension Plans.................................................8
      ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................8
      ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K...............................9
                EXHIBIT - DESCRIPTION..........................................9
      ITEM 14 - CONTROLS AND PROCEDURES........................................9
      SIGNATURES  ............................................................10

                                      - 2 -

<PAGE>



                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

Summary
-------
GLOBAL SMARTCARDS INC. (the "Company") was incorporated under the laws of Nevada
on February 16, 1999. The Company is a development  stage company.  The original
Articles  of the  Company  authorized  the  issuance  of  twenty-  five  million
(25,000,000) common shares, par value $0.001 per share.

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 at a price  of  $0.025  per  share to
approximately twenty-five (25) unaffiliated shareholders of record. The offering
was  conducted  pursuant  to Rule 504 of  Regulation  D,  promulgated  under the
Securities Act of 1933, as amended (the "Securities  Act"). 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  offering,  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 one
million  (1,000,000)  shares of Common Stock to six (6) additional  unaffiliated
shareholders  at a price of $0.05 per share.  The total gross  proceeds from the
offering were fifty thousand dollars ($50,000).

On February 4, 2003, the Company sold six hundred  thousand  (600,000) shares of
common stock, to three unaffiliated shareholders, at a price of $0.05 per share,
for total gross proceeds of thirty thousand dollars ($30,000).  The offering was
conducted pursuant to Section 4(2) of the Securities Act.

As of  February  26, 2003 the  Company  had four  million  six hundred  thousand
(4,600,000)  shares of its  $0.001  par value  common  voting  stock  issued and
outstanding  which are held by approximately  thirty-seven  (37) shareholders of
record.

The Company is a developmental stage company, which originally planned to market
plastic cards with embedded  microprocessors ("Smart Cards") to hotels, resorts,
cruise  lines  and  casinos.   However,  the  Company  was  unable  to  complete
negotiations  to market the Smart Cards.  In September  2002, new management was
appointed and the Company is currently reviewing business opportunities in other
industry sectors,  possibly in the mineral resource and/or petroleum and natural
gas resource sectors.

ITEM 2 - DESCRIPTION OF PROPERTY

The Company does not own or lease any property. Chase Management Ltd. ("Chase"),
a  private  company  owned  by  Nick  DeMare,  bills  the  Company  for  office,
secretarial and accounting services performed. The rates charged by Chase to the
Company are the same as those charged by Chase to other arm's-length companies.

ITEM 3 - LEGAL PROCEEDINGS

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


                                      - 3 -

<PAGE>



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

No matters were  submitted to a vote by  shareholders  of the Company during the
fourth quarter of the fiscal year ended December 31, 2002.



                                     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 February 26, 2003
---------------------------------------------------
In connection with Global's 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 at a price  of  $0.025  per  share to
approximately twenty-five (25) unaffiliated shareholders of record. The offering
was  conducted  pursuant  to Rule 504 of  Regulation  D,  promulgated  under the
Securities Act of 1933, as amended (the "Securities  Act"). 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  offering,  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 one
million  (1,000,000)  shares of Common Stock to six (6) additional  unaffiliated
shareholders  at a price of $0.05 per share.  The total gross  proceeds from the
offering were fifty thousand dollars ($50,000).

On February 4, 2003, the Company sold six hundred  thousand  (600,000) shares of
common stock, to three unaffiliated shareholders, at a price of $0.05 per share,
for total gross proceeds of thirty thousand dollars ($30,000).  The offering was
conducted pursuant to Section 4(2) of the Securities Act.

As of February 26, 2003, the Company had 4,600,000  million shares of its $0.001
par  value  common  voting  stock  issued  and  outstanding,  held of  record by
thirty-four (34) shareholders.


                                      - 4 -

<PAGE>


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,
2002.

Operations
----------
Year Ended December 31, 2002 compared to Year Ended December 31, 2001

During the year ended December 31, 2002, the Company incurred $4,928 for general
and administrative expenses, a decrease of $14,721 from $19,649 reported for the
2001 year.  Expenses incurred in 2002 consisted of $655 for audit fees, $619 for
legal  expenses,  $2,569 for  accounting and  administration  fees paid to Chase
Management Ltd. ("Chase"), a company controlled by the President of the Company,
and $1,085 for office and miscellaneous  expenses.  The significant  decrease in
general and  administrative  expenses in 2002 compared to 2001 was primarily due
to $7,600  consulting  fees paid to the former  President of the Company in 2001
(no fees were paid in 2002) and significant  fees and costs incurred in 2001 for
regulatory  reporting and accounting  services  provided by third  parties,  the
majority of which were provided by Chase in 2002.

Liquidity and Capital Resources
-------------------------------
At December 31, 2002, the Company had a working capital deficiency of $6,549, of
which $3,736 was owing to a company owned by the  President of the Company.  The
Company has no operating revenue and has, to date, raised funds from the sale of
its equity.  On February 4, 2003,  the Company sold 600,000 shares of its Common
Stock to raise $30,000 for general  working capital  purposes.  The Company is a
developmental stage company.

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 the OTC-BB.  If the Company needs to raise  additional
funds in order to  identify,  evaluate  and  complete  negotiations  to  acquire
business  operations,  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  currently does not expect to purchase or sell any of its equipment,
since it owns no equipment.



                                      - 5 -

<PAGE>




ITEM 7 - FINANCIAL STATEMENTS

                             GLOBAL SMARTCARDS INC.
     FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
         PERIOD FROM FEBRUARY 16, 1999 (INCEPTION) TO DECEMBER 31, 2002
                                Table of Contents

                                                                            Page
                                                                             No.

Independent Accountants' Report dated February 11, 2003 .....................F-2
Financial Statements:
      Balance Sheets as at December 31, 2002 and 2001........................F-3
      Statements of Operations for the Years Ended December 31, 2002
        and 2001 and Cumulative Period from February 16, 1999
        (Inception) to December 31, 2002.....................................F-4
      Statement of Changes in Stockholders' Equity for the Period
        from February 16, 1999 (Inception) to December 31, 2002..............F-5
      Statements of Cash Flows for the Years Ended December 31, 2002
        and 2001 and Cumulative Period from February 16, 1999
        (Inception) to December 31, 2002.....................................F-6
      Notes to Financial Statements for the Years Ended
        December 31, 2002 and 2001...........................................F-7


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


NAME              AGE         POSITION

Nick DeMare        48         President, Chief Executive Officer, Secretary and
                              Director,since September 30, 2002.

Nick DeMare (Age 48), Director

Mr.  DeMare holds a Bachelor of Commerce  degree from the  University of British
Columbia  and is a  member  in  good  standing  of the  Institute  of  Chartered
Accountants  of British  Columbia.  Since  May,  1991,  Mr.  DeMare has been the
President of Chase  Management  Ltd., a private  company which  provides a broad
range of administrative, management and financial services to private and public
companies  engaged  in  mineral  exploration  and  development,  gold and silver
production,  oil and gas  exploration  and production and venture  capital.  Mr.
DeMare  indirectly owns 100% of Chase. Mr. DeMare currently serves as an officer
and director of the following other public reporting companies:


Aguila American Resources Ltd.       Director           January 2003 - present
Aladdin Resources Corp.              Director           January 2001 - present
Andean American Mining Corp.         Secretary          December 1995 - present
                                     Director           August 2002 - present
California Exploration Ltd.          Director           October 2002 - present
Dial Thru International Inc.         Director           January 1991 - present


                                      - 6 -

<PAGE>




GGL Diamond Corp.                    Director           May 1989 - present
Golden Peaks Resources Ltd.          Director           January 1992 - present
Hilton Petroleum Ltd.                Director           October 1989 - present
Hydromet Technologies Limited        Director           September 2000 - present
Kookaburra Resources Ltd.            Director           June 1988 - present
Tinka Resources Limited              Director           October 2002 - present
                                     President          October 2002 - present
Trimark Energy Ltd.                  Director           January 1996 - present
Tumi Resources Limited               Director           January 2000 - present

Section 16(a) Beneficial Ownership Reporting Compliance

Mr.  DeMare became an officer and director of the Company on September 30, 2002.
As such,  he was  required  to file a Form 3 with the  Securities  and  Exchange
Commission  on or before  October 10, 2002.  As of the date of this report,  Mr.
DeMare  has not filed a Form 3. At the time he became an officer  and  director,
Mr. DeMare did not own any shares of the Company's  common stock. On December 6,
2002, Mr. DeMare filed a Form 4 setting forth the details of his  acquisition of
1,712,500  shares of common stock on December 3, 2002.  Under the revised  rules
adopted  by the  Securities  and  Exchange  Commission,  the  Form 4 was  due on
December  5,  2002.  None  of  the  Company's  former  directors,  officers,  or
beneficial  owners of more than 10% of the  common  stock has filed any  reports
required  by Section  16(a) of the  Securities  Exchange  Act of 1934 during the
prior fiscal year.

ITEM 10 - EXECUTIVE COMPENSATION

The  following  table sets  forth  certain  compensation  paid or accrued by the
Company to former and current  officers  during the fiscal years ended  December
31, 2001 and 2002.
<TABLE>
<CAPTION>

                                                                        LONG TERM COMPENSATION
                                                               ----------------------------------------
                                     ANNUAL COMPENSATION                   AWARDS               PAYOUTS
                                  -------------------------    ----------------------------------------
                                                                                    RESTRICTED
                                                                OTHER   SECURITIES  SHARES OR               ALL
                                                               ANNUAL      UNDER    RESTRICTED             OTHER
                                   YEAR                        COMPEN-    OPTIONS     SHARE       LTIP    COMPEN-
NAME AND PRINCIPAL POSITION       ENDING    SALARY    BONUS    SATION     GRANTED     UNITS     PAYOUTS    SATION
---------------------------       -------------------------    ----------------------------------------  --------
<S>                             <C>       <C>        <C>       <C>        <C>        <C>        <C>     <C>
Nick DeMare                        2002      Nil       Nil       Nil        Nil        Nil        Nil    $2,569(2)
(current President, Chief
Executive Officer, Secretary,
Treasurer and Director)

Georgios Polyhronopoulos(1)        2002      Nil       Nil       Nil        Nil        Nil        Nil       Nil
(former President, Chief
Executive Officer and
Director)
                                   2001     $7,600     Nil       Nil        Nil        Nil        Nil       Nil

</TABLE>

(1)  On September 30, 2002,  Mr.  Polyhronopoulos  resigned as President,  Chief
     Executive Officer and Director of the Company and Mr. DeMare was elected as
     Director of the Company and appointed  President,  Chief Executive Officer,
     Secretary and Treasurer of the Company.

(2)  $2,569 charged by Chase Management Ltd. ("Chase"),  a private company owned
     by Nick DeMare, for office, secretarial and accounting services performed.

Option Grants in Last Fiscal Year
---------------------------------
Since its inception, the Company has not granted any stock options.

                                      - 7 -

<PAGE>


Compensation of Directors
--------------------------
Nick DeMare is currently  the sole  Director of the Company.  None of the former
Directors  of the Company  received  Director's  fees or other  compensation  in
fiscal 2002.

Employment Contracts
--------------------
The  Company  does not  currently  have any  employment  agreements  in  effect.
However, Chase bills the Company for office, secretarial and accounting services
provided.  The  rates  charged  by  Chase to the  Company  are the same as those
charged by Chase to other arm's-length companies.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

On March 25,  2002,  the  Company  accepted  the  resignations  of Mr.  Larry L.
Richardson, as Secretary,  Chief Technology Officer and Director of the Company,
and Mr. Stephen Antol as Director of the Company.

On September 30, 2002,  the Company  accepted the  resignation  of Mr.  Georgios
Polyhronopoulos  as  President,  Chief  Executive  Officer  and  Director of the
Company.

On  September  30,  2002,  Mr. Nick DeMare was elected the sole  director of the
Company and  appointed as  President,  Chief  Executive  Officer,  Secretary and
Treasurer of the Company.

The  following  table sets forth,  as of February  26,  2003,  information  with
respect to the  beneficial  ownership by each person who is known to the Company
to be the beneficial owner of more than 5% of the Company's common shares and of
Mr. DeMare.  All persons named below have sole voting and investment  power over
their shares except as otherwise  noted.  the Company's common stock is the only
class of voting securities outstanding.

                                           COMMON SHARES
NAME, MUNICIPALITY                          BENEFICIALLY
  OF RESIDENCE                             OWNED DIRECTLY          PERCENTAGE OF
 AND OFFICE HELD                           OR INDIRECTLY           COMMON SHARES
----------------------------------         --------------          -------------

Nick DeMare                                  1,712,500                 37.23%
Burnaby, British Columbia
President, Chief Executive Officer,
Secretary,Treasurer and Director

Stock Option Plan
-----------------
The Company does not have a stock option plan.

Pension Plans
-------------
The Company does not have a defined  benefit  pension plan that provides  annual
benefits to any Executive Officers.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as disclosed  below  during the fiscal years ended  December 31, 2002
and 2001, none of our present directors, officers or principal shareholders, nor
any family  member of the  foregoing,  nor, to the best of our  information  and
belief, any of our former directors,  senior officers or principal shareholders,
nor  any  family  member  of  such  former  directors,   officers  or  principal


                                      - 8 -

<PAGE>



shareholders,  has or had any  material  interest,  direct or  indirect,  in any
transaction,  or in any proposed  transaction  which has materially  affected or
will materially affect us.

During the fiscal year ended  December  31,  2002,  the  Company  paid $2,569 to
Chase,  a private  company  owned by Nick DeMare,  for office,  secretarial  and
accounting services performed. The rates charged by Chase to the Company are the
same as those charged by Chase to other arm's-length  companies. At December 31,
2002,  $3,736  remained  unpaid by the Company  for past fees and  disbursements
incurred on behalf of the Company and is included in accounts payable.

During the fiscal year ended  December  31,  2001,  the  Company  paid $7,600 in
professional  fees  to the  former  president  of the  Company  and  the  former
president of the Company  repaid  $15,000 which had been advanced by the Company
during 1999.

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 10-KSB.

EXHIBIT                    DESCRIPTION
-------                    ----------------------------------------
 3.1                       Articles of Incorporation (1)
 3.2                       Bylaws (1)
99.1                       Certification of Chief Executive Officer
                           and Chief Financial Officer

(1)  Incorporated by reference to the exhibits to the registrant's  registration
     statement on Form 10-SB filed November 10, 1999.

ITEM 14 - CONTROLS AND PROCEDURES

Based on their evaluation conducted within 90 days of filing this report on Form
10-KSB,  our chief financial  officer and chief executive officer have concluded
that  our  disclosure  controls  and  procedures  (as  defined  in rule  13a-14c
promulgated under the Securities Exchange Act of 1934, as amended) are effective
and designed to alert them to material information relating to the Company.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls subsequent of the date of
our most recent evaluation.




                                      - 9 -

<PAGE>





                                   SIGNATURES

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

                                      GLOBAL SMARTCARDS INC.

                                      Per:
                                           /s/ Nick DeMare
                                           -------------------------------------
                                           Nick DeMare
                                           President and Director
                                           Dated:  February 27, 2003


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 and on the dates indicated.

                                      Signature:

                                      /s/ Nick DeMare
                                      ------------------------------------------
                                      Nick DeMare
                                      President and Director
                                      (Principal Executive Officer, Principal
                                      Financial Officer, and Principal
                                      Accounting Officer)

                                      Dated:  February 27, 2003



                                     - 10 -

<PAGE>

                                 CERTIFICATIONS

I, Nick DeMare, certify that:

1.   I have  reviewed  this annual  report on Form  10-KSB of Global  Smartcards
     Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed,  based on my most recent evaluation,  to the registrant's
     auditors and the audit  committee of  registrant's  board of directors  (or
     persons performing the equivalent functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   I have  indicated  in this annual  report  whether  there were  significant
     changes in internal  controls or in other factors that could  significantly
     affect  internal  controls  subsequent  to  the  date  of  my  most  recent
     evaluation,  including any  corrective  actions with regard to  significant
     deficiencies and material weaknesses.

Date: February 27, 2003

/s/Nick DeMare
---------------------------------------------------------------
Nick DeMare, Chief Executive Officer and Chief Financial Officer



<PAGE>

















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




                             GLOBAL SMARTCARDS INC.
                          (A development stage company)

                              FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                         DECEMBER 31, 2002 AND 2001 AND
                    PERIOD FROM FEBRUARY 16, 1999 (INCEPTION)
                              TO DECEMBER 31, 2002

                           (Expressed in U.S. dollars)


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






                                       F-1

<PAGE>



MOORE STEPHENS
ELLIS FOSTER LTD.
CHARTERED ACCOUNTANTS

1650 West 1 st Avenue
Vancouver, BC Canada V6J 1G1
Telephone: (604) 737-8117 Facsimile: (604) 714-5916
E-Mail: generaldelivery@ellisfoster.com
Website: www.ellisfoster.com

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



REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders

GLOBAL SMARTCARDS INC.
(A development stage company)

We have audited the balance sheets of Global  Smartcards Inc. ("the Company") (a
development  stage  company)  as at  December  31,  2002 and 2001,  the  related
statement  of  stockholders'  deficiency  for the period from  February 16, 1999
(inception) to December 31, 2002 and the statements of operations and cash flows
from  February  16, 1999  (inception)  to December  31, 2002 and the years ended
December 31, 2002 and 2001. 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 auditing standards generally accepted
in the  United  States of  America.  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 audits provide 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, 2002 and 2001
and the  results  of its  operations  and its cash  flows  for the  period  from
February 16, 1999  (inception) to December 31, 2002 and the years ended December
31, 2002 and 2001 in conformity with generally accepted accounting principles in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 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 1. These  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


Vancouver, Canada                         "MOORE STEPHENS ELLIS FOSTER LTD."
February 11, 2003                              Chartered Accountants


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

MS An  independently  owned and operated member of Moore Stephens North America,
Inc. Members in principal cities throughout North America.  Moore Stephens North
America, Inc. is a member of Moore Stephens  International  Limited,  members in
principal cities throughout the world.

                                       F-2

<PAGE>



                             GLOBAL SMARTCARDS INC.
                          (A development stage company)
                                 BALANCE SHEETS
                           (Expressed in U.S. dollars)
<TABLE>
<CAPTION>

                                                                                December 31,     December 31,
                                                                                    2002             2001
                                                                                      $                $

                                   A S S E T S
<S>                                                                             <C>              <C>
CURRENT ASSETS

     Cash and cash equivalents                                                           835            2,514
                                                                                ------------     ------------
TOTAL ASSETS                                                                             835            2,514
                                                                                ============     ============




    L I A B I L I T I E S & S T O C K H O L D E R S ' ( D E F IC I E N C Y )


CURRENT LIABILITIES

     Accounts payable                                                                  7,384            3,645
                                                                                ------------     ------------
TOTAL LIABILITIES                                                                      7,384            3,645
                                                                                ------------     ------------

STOCKHOLDERS' EQUITY

     Common stock, $0.001 par value;
        Authorized - 25,000,000 shares
        Issued and outstanding - 4,000,000 shares                                      4,000            4,000

     Additional paid-in capital                                                       73,000           73,000

     (Deficit) accumulated during the development stage                              (83,549)         (78,131)
                                                                                ------------     ------------
                                                                                      (6,549)          (1,131)
                                                                                ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)                                         835            2,514
                                                                                ============     ============
SUBSEQUENT EVENT (Note 6)
</TABLE>



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

                                       F-3


<PAGE>



                             GLOBAL SMARTCARDS INC.
                          (A development stage company)
                            STATEMENTS OF OPERATIONS
                           (Expressed in U.S. dollars)


<TABLE>
<CAPTION>
                                                             Cumulative from
                                                               February 16,
                                                             1999 (inception)    Year Ended       Year Ended
                                                              to December 31,   December 31,     December 31,
                                                                   2002             2002             2001
                                                                     $                $                $
OPERATING EXPENSES
<S>                                                           <C>               <C>              <C>
     General and administrative                                      83,549            5,418           19,649
                                                               ------------     ------------     ------------
NET (LOSS) FOR THE PERIOD                                           (83,549)          (5,418)         (19,649)
                                                               ============     ============     ============

NET (LOSS) PER COMMON SHARE -
     BASIC AND DILUTED                                                               $(0.001)         $(0.005)
                                                                                ============     ============
WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING
     - BASIC AND DILUTED                                                           4,000,000        4,000,000
                                                                                ============     ============

</TABLE>



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

                                       F-4


<PAGE>



                             GLOBAL SMARTCARDS INC.
                          (A development stage company)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                FOR THE PERIOD FROM FEBRUARY 16, 1999 (INCEPTION)
                              TO DECEMBER 31, 2002
                           (Expressed in U.S. dollars)

<TABLE>
<CAPTION>


                                                                                   (Deficit)
                                                                                  Accumulated
                                        Common Stock                              During the        Total
                                 ----------------------------     Additional        Develop-     Stockholder
                                                                   Paid-In           mental         Equity
                                    Shares           Amount        Capital           Stage       (Deficiency)
                                 ------------    ------------    ------------    ------------    ------------
                                                       $              $                $               $
<S>                             <C>             <C>             <C>             <C>             <C>
Inception, February, 1999
Issued for cash                     2,000,000           2,000               -               -           2,000

February, 1999
Issued from public offering         1,000,000           1,000          24,000               -          25,000

August, 1999
Issued from public offering         1,000,000           1,000          49,000               -          50,000

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

Net (loss) for the year                     -               -               -          (4,147)         (4,147)
                                 ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2000          4,000,000           4,000          73,000         (58,482)         18,518

Net (loss) for the year                     -               -               -         (19,649)        (19,649)
                                 ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2001          4,000,000           4,000          73,000         (78,131)         (1,131)

Net (loss) for the year                     -               -               -          (5,418)         (5,418)
                                 ------------    ------------    ------------    ------------    ------------
Balance, December 31, 2002          4,000,000           4,000          73,000         (83,549)         (6,549)
                                 ============    ============    ============    ============    ============


</TABLE>

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

                                       F-5


<PAGE>



                             GLOBAL SMARTCARDS INC.
                          (A development stage company)
                            STATEMENTS OF CASH FLOWS
                           (Expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                                             Cumulative from
                                                               February 16,
                                                             1999 (inception)    Year Ended       Year Ended
                                                             to December 31,    December 31,     December 31,
                                                                   2002             2002             2001
                                                                     $                $                $
<S>                                                            <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net (loss) for the period                                      (83,549)          (5,418)         (19,649)
     Adjustments to reconcile net (loss) to
        net cash (used) by operating activities
     Changes in assets and liabilities
        Increase in accounts payable                                  7,384            3,739            2,145
        Repayment from the former President                               -                -           15,000
                                                               ------------     ------------     ------------
     Net cash (used) by operating activities                        (76,165)          (1,679)          (2,504)
                                                               ------------     ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from sale of common shares                             77,000                -                -
                                                               ------------     ------------     ------------
NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                                               835           (1,679)          (2,504)

CASH AND CASH EQUIVALENTS -
     BEGINNING OF PERIOD                                                  -            2,514            5,018
                                                               ------------     ------------     ------------
CASH AND CASH EQUIVALENTS -
     END OF PERIOD                                                      835              835            2,514
                                                               ============     ============     ============

</TABLE>

    The accompanying notes are an integral part of thesefinancial statements.

                                       F-6


<PAGE>


                             GLOBAL SMARTCARDS INC.
                         (A development stage company )
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                           (Expressed in U.S. dollars)


1.   NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

     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 Financial Accounting Standards ("FAS") 7
     "Accounting and Reporting by Development Stage Enterprises",  is considered
     a development company.

     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  identify  potential
     business  acquisitions  and  to  negotiate  acquisitions  or  participation
     agreements.

     See also Note 6.


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 of December 31,
          2002 and December 31, 2001, 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, 2002 and 2001, the
          Company has no funds placed in a bank beyond insured limits.



                                       F-7

<PAGE>


                             GLOBAL SMARTCARDS INC.
                         (A development stage company )
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                           (Expressed in U.S. dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (d)  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.

     (e)  Fair Value of Financial Instruments

          Fair  value  approximates  the  amounts  reflected  in  the  financial
          statements for cash and accounts payable. Management is of the opinion
          that the Company is not  exposed to  significant  interest,  credit or
          currency risks arising from these financial instruments.

     (f)  Income Taxes

          The Company has adopted FAS 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.

     (g)  Loss Per Share

          Net loss per share is provided in accordance  with FAS 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,  2002  and  2001,  the  Company  has  no  dilutive   common  stock
          equivalents such as stock options.



                                       F-8

<PAGE>


                             GLOBAL SMARTCARDS INC.
                         (A development stage company )
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                           (Expressed in U.S. dollars)


2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

     (h)  New Technical Pronouncements

          In June 2001,  the  Financial  Accounting  Standards  Board  ("FASB"),
          issued FAS 143, "Accounting for Asset Retirement Obligations." FAS 143
          addresses   financial   accounting   and  reporting  for   obligations
          associated with the retirement of tangible  long-lived  assets and the
          associated  asset  retirement   costs.  FAS  143  generally   requires
          obligations associated with asset retirements to be recognized earlier
          and  displayed  as  liabilities  rather  than as contra-  assets.  The
          pronouncement is effective for financial  statements issued for fiscal
          years beginning after June 15, 2002.  Management does not believe that
          the adoption of FAS 143 will have any impact on its financial position
          or results of operations.

          In August 2001, FASB issued FAS 144, "Accounting for the Impairment or
          Disposal of Long-Lived Assets." FAS 144 addresses financial accounting
          and reporting for the impairment or disposal of long-lived assets. FAS
          144 establishes a single  accounting model for long-lived assets to be
          disposed of by sale.  The  pronouncement  is effective  for  financial
          statements  issued for fiscal years beginning after December 15, 2001.
          Adoption  of FAS  144  did  not  have  any  impact  on  the  financial
          statements.

          In June 2002, FASB issued FAS 146,  "Accounting  for Costs  Associated
          with  Exit  or  Disposal  Activities."  FAS  146  addresses  financial
          accounting  and reporting for costs  associated  with exit or disposal
          activities  and nullifies  Emerging  Issues Task Force Issue No. 94-3,
          "Liability  Recognition for Certain Employee  Termination Benefits and
          Other  Costs  to  Exit an  Activity."  FAS 146  generally  requires  a
          liability for a cost associated  with an exit or disposal  activity to
          be recognized  and measured  initially at its fair value in the period
          in which the liability is incurred. The pronouncement is effective for
          exit  or  disposal  activities  initiated  after  December  31,  2002.
          Management does not believe that the adoption of FAS 146 will have any
          impact on its financial position or results of operations.

          In December 2002,  FASB issued FAS 148,  "Accounting  for  Stock-Based
          Compensation  - Transition  and  Disclosure."  FAS 148 amends FAS 123,
          "Accounting  for  Stock-Based  Compensation",  to provide  alternative
          methods for  voluntary  transition  to FAS 123's fair value  method of
          accounting  for  stock-based  employee  compensation.   FAS  148  also
          requires  disclosure of the effects of an entity's  accounting  policy
          with  respect to  stock-based  employee  compensation  on reported net
          income  (loss) and  earnings  (loss)  per share in annual and  interim
          financial  statements.  The  provisions  of FAS 148 are  effective  in
          fiscal years  beginning  after December 15, 2002.  Management does not
          believe  that the  adoption  of FAS 148 will  have any  impact  on its
          financial position or results of operations.




                                       F-9

<PAGE>


                             GLOBAL SMARTCARDS INC.
                         (A development stage company )
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                           (Expressed in U.S. dollars)


3.   INCOME TAXES

     (a)  The Company has  estimated net losses for tax purposes to December 31,
          2002, totalling  approximately  $81,000,  which may be applied against
          future taxable income until 2016. Accordingly, there is no tax expense
          charged to operations  for the years ended December 31, 2002 and 2001.
          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:

                                                       2002             2001
                                                         $                $

          Tax loss carryforwards                        27,600           25,700
          Valuation allowance                          (27,600)         (25,700)
                                                  ------------     ------------
                                                             -                -
                                                  ============     ============


4.   RELATED PARTY TRANSACTIONS

     (a)  During the year ended December 31, 2002 the Company was charged $2,569
          for accounting and administration  fees by a company controlled by the
          President of the Company.  As of December  31, 2002,  $3,736  remained
          unpaid by the  Company  for past fees and  disbursements  incurred  on
          behalf of the Company and is included in accounts payable.

     (b)  During the year ended December 31, 2001:

          (i)  the Company paid $7,600 professional fees to the former President
               of the Company; and

          (ii) the former President of the Company repaid $15,000 which had been
               advanced by the Company during 1999.




                                      F-10

<PAGE>


                             GLOBAL SMARTCARDS INC.
                         (A development stage company )
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                           (Expressed in U.S. dollars)


5.   COMPREHENSIVE INCOME

     There are no  adjustments  necessary  to the net (loss) as presented in the
     accompanying  statements of operations  to derive  comprehensive  income in
     accordance with FAS 130, "Reporting Comprehensive Income".


6.   SUBSEQUENT EVENT

     Subsequent  to December  31, 2002,  the Company sold 600,000  shares of its
     common stock, at a price of $0.05 per share, for $30,000 cash proceeds.



                                      F-11

<PAGE>