FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
Item 1. Description of Business
GENERAL INFORMATION ABOUT OUR COMPANY
E-Smart Corp. (“the Company”, “we”, “us” or “our”) was incorporated on June 6, 2023 under the laws of the State of Nevada United States of America. E-Smart Corp. is an innovative digital platform that aims to revolutionize the tattoo industry by efficiently connecting tattoo artists and clients. Our platform is designed to enhance efficiency, simplifying the client-artist interaction process to meet the requirements of both clients and tattoo studios.
Our platform ensures a seamless experience for all users, providing a comprehensive database of skilled tattoo artists. Artists can easily showcase their exceptional work, and expand their client base. By including essential information and direct links to their social media profiles, we facilitate convenient access for users to view portfolios and initiate contact with their preferred artists. Masters interested in joining our platform shall contact us through our designated contacts and apply for inclusion in the database. Our primary executive office is located at 7311 Oxford Ave Philadelphia, PA 19111, and we can be reached via phone at +16203079197.
Our Web Site
Our website is located at https://e-smart.io.
Monetization Strategy
Our monetization strategy includes offering an API - AI textual tattoo idea generator, enabling businesses and developers to leverage our technology to enhance their own products and services. Businesses and developers can integrate this technology into their products and services by subscribing to the API. This API is provided on a subscription basis, offering different tiers such as a 14-day pass and a 30-day pass. To obtain an AI key for API access, users can choose a pricing plan on our website and initiate contact by using the designated button, submitting their request. Additionally, we are exploring other revenue avenues, including premium features, and strategic partnerships with tattoo-related businesses. Exploring collaborations with tattoo supply companies, tattoo equipment manufacturers, and other industry partnersis essential for long-term growth and revenue diversification. Continuous assessment of market trends and customer feedback will guide us in refining and expanding the functionality of our platform to unlock additional monetization opportunities.
Competition
We operate in a highly competitive landscape within the tattoo industry, where innovation and efficient customer engagement are critical for success. The Company's digital platform aims to revolutionize the way tattoo artists and clients interact, focusing on time-saving solutions and a comprehensive range of services.
Marketing
We have allocated funds for promoting our platform to attract a diverse user base, including tattoo artists and clients. Our comprehensive advertising campaign aims to increase platform visibility and drive user acquisition. To effectively reach our target audience, we will leverage social media marketing, online advertising channels, and strategic partnerships with industry influencers. We plan to develop compelling promotional materials, including videos, to showcase the platform's features and benefits, generating excitement and engagement. Depending on available funding, we may engage with promotional firms to accelerate our marketing efforts. Consideration will be given to investing in a year-long subscription for Google Adwords, providing a quality SEO campaign to improve our search engine visibility. Achieving all 100% of the shares sold would enable us to execute a comprehensive marketing strategy and maximize our promotional efforts.
Employees and Employment Agreements
At present, we have any significant employees aside from Ms. Vasylenko.
Item 1A. Risk Factors
Not required for Smaller reporting companies.
Item 1B. Unresolved Staff Comments
Item 2. Properties
We maintain our statutory registered agent's office in Nevada, USA and our mailing address is 7311 Oxford Ave, Philadelphia, PA 19111. Our phone number is +16203079197.
Item 3. Legal Proceedings
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
The company stock is not trading at the moment.
Registered Holders of our Common Stock
As of August 31, 2024, there were 1 record owners of our common stock including the director. Diana Vasylenko, the Company’s Director, paid $0.001 per share for the 4,500,000 shares of common stock she purchased from the Company on June 30, 2023.
Dividends
The Company has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During our fiscal years ended August 31, 2024 and 2023, we had no sales of unregistered shares.
Issuer Purchases of Equity Securities
During the fiscal year ended August 31, 2024 and 2023, the Company did not repurchase any shares of its Common Stock.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development stage corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing program.
PLAN OF OPERATIONS
FISCAL YEAR ENDED AUGUST 31, 2024 COMPARED TO FISCAL YEAR ENDED AUGUST 31, 2023
During the years ended August 31, 2024 and 2023 we have generated $0 and $11,562 in revenues, respectively.
Our net loss for the fiscal year ended August 31, 2024 was $41,236 compared to a net loss of $979 during the fiscal year ended August 31, 2023.
Operating expenses incurred were $45,925 during fiscal year ended August 31, 2024 compared to $990 during fiscal year ended August 31, 2023. Operating expenses consist of mainly accumulated depreciation and professional fees.
The number of shares outstanding was 4,500,000 for the fiscal years ended August 31, 2024 and 2023.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL YEAR ENDED AUGUST 31, 2024 AND 2023
As of August 31, 2024, our total assets were $149,489 consisting of $546 cash and $148,942 intangible assets. As of August 31, 2023, our total assets were $16,725 consisting of $225 cash and $16,500 intangible assets.
For the year ended August 31, 2024, net cash flows used in operating activities was $10,973. For the year ended August 31, 2023, net cash flows used in operating activities was $521.
Cash Flows in Investing Activities
For the year ended August 31, 2024, net cash flows generated in investing activities was $157,300. For the year ended August 31, 2023, net cash flows generated in investing activities was $16,500.
Cash Flows from Financing Activities
For the year ended August 31, 2024, net cash flows provided by financing activities was $168,594 from director loan. For the year ended August 31, 2023, net cash flows provided by financing activities was $16,203 from director loan and capital stock.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company currently has loses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2024. and for the related periods presented.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
The Company’s Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set forth on pages F-1 through F-11 of this report and are incorporated by reference in this Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
(a) Dismissal of Independent Registered Public Accounting Firm
On October 15, 2024, our Board of Directors approved the dismissal of Olayinka Oyebola & Co. (the "Former Auditor") as the Registrant's independent registered public accounting firm, effective immediately.
The reports of the Former Auditor on the Company’s financial statements for the period from June 6, 2023 (inception) through May 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern. During the period September 5, 2023, the date of our engagement with Former Auditor, and October 15, 2024, the date of dismissal, the Company did not experience any disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, between itself and Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Former Auditor’s satisfaction, would have caused Former Auditor to make reference to such disagreements in its audit reports. During the period June 6, 2023 (inception) through the date of the Former Auditor’s termination on October 15, 2024, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Former Auditor with a copy of the above disclosures and requested that Former Auditor provide the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made above. A copy of Former Auditor’s letter dated October 16, 2024 was furnished as Exhibit 16.1 to the current report on Form 8-K filed with the SEC by the Company on October 16, 2024.
(b) Appointment of Independent Registered Public Accounting Firm
On October 16, 2024, our Board of Directors approved the appointment of Victor Mokuolu CPA PLLC, as the Company's new independent registered public accounting firm for the year ended August 31, 2024.
During the Company’s fiscal years ended August 31, 2024 and August 31, 2023, and the subsequent interim period through the date of this report, neither the Company, nor anyone on its behalf has consulted with Victor Mokuolu CPA PLLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed , or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Victor Mokuolu CPA PLLC, that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9A. Controls and Procedures. Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
Policies and procedures
Accounting, Financial Close and Reporting