SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 and 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(date~~ of ~~earliest~~1934 ~~event reported) October 8, 2001~~

~~e-Smart~~Date ~~Technologies,~~of ~~Inc.~~Report (~~Exact~~date ~~name~~ of ~~Registrant~~earliest asevent ~~specified~~reported) inNovember 9, ~~Charter)~~2005

Nevada Noe-Smart Technologies, Inc. ~~88-0409261~~

(~~State~~Exact name ~~or other jurisdiction~~ of ~~incorporation~~Registrant or organization) (IRS—as ~~Employer~~specified ~~Identification~~in ~~No.~~Charter)

~~437~~Nevada ~~Madison Avenue, 39th Floor, New York, New York 10022 (Address of principal executive office) (zip Code)~~

~~Registrant's~~(State ~~telephone~~or ~~number,~~other ~~including~~jurisdiction ~~area~~of ~~code:~~incorporation ~~(212)~~or ~~753-5711~~organization)

~~Boppers Holdings, Inc.~~ (~~Former~~IRS— ~~name~~Employer ~~and~~Identification ~~former~~No.) ~~address,~~No. 88-0409261 ~~as changed since last report)~~

~~The~~222 ~~Exhibit~~Grace ~~Index~~Church ~~required~~Street, bySuite ~~Item~~300, ~~601~~Port ofChester, ~~Regulations~~NY ~~S-K~~11573 ~~appears on Page 3 of this Report.~~

~~ITEM~~(Address 4.of principal ~~Changes~~executive inoffice) ~~Registrant's~~(zip ~~Certifying~~Code) ~~Accountants.~~

~~On May 23, 2000, G. Brad Beckstead, independent certified public accountants ("Beckstead") issued his opinion with respect to the~~ Registrant'’s ~~audited financial statements~~telephone ~~for the period January 1~~number, ~~1999 (inception)~~including ~~to December~~area ~~31,~~code: ~~1999~~ (~~the “Audited Statements”~~914)~~. The Audited Statements were included in the Registrant's Form 10~~ 939-~~KSB, as amended. Beckstead's opinion contained~~5081 ~~a "going concern" qualification.~~

~~The Auditors’ report~~Check ~~from Becksteads for~~ the ~~Registrant’s~~appropriate ~~past~~box ~~fiscal year~~below ~~was~~if ~~unqualified~~the ~~and~~Form ~~did~~8-K ~~not~~filing ~~contain~~is anintended ~~adverse opinion or a disclaimer of opinion; and were not qualified or modified as~~ to ~~uncertainty, audit~~simultaneously ~~scope, or~~satisfy ~~accounting principles. However,~~ the ~~statements contained~~filing inobligation ~~the independent accountants’ review reports~~of ~~for~~ the ~~interim periods~~registrant ~~ended~~under ~~March~~any ~~31,~~of ~~June 30, and September 30, 2000 contained explanatory paragraph expressing uncertainty regarding~~ the ~~continuation~~following ofprovisions ~~the~~(see ~~Company~~General asInstruction aA.2. ~~going~~below): ~~concern.~~

To¨ ~~the~~Written ~~best of~~communications ~~present~~pursuant ~~management's knowledge~~to ~~and~~Rule ~~belief, during~~425 ~~the~~under ~~Registrant’s two most recent fiscal years and~~ the ~~subsequent~~Securities ~~interim~~Act ~~periods~~(17 ~~preceding~~CFR ~~the change there has been no disagreements with Beckstead on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures~~230. 425)

On¨ ~~October 12,~~Soliciting ~~2001,~~material ~~the~~pursuant ~~Registrant engaged~~to ~~Bloom~~Rule ~~& Co.,~~14a-12 ~~LLP. independent certified public accountants ( "Bloom & Co.") as the Registrant's independent certified public accountants commencing with~~under the ~~audit~~ ofExchange ~~the Registrant's financial~~Act ~~statements~~(17 ~~for~~CFR ~~the fiscal year ended December 31, 2000~~240.14a-12)

~~Prior~~¨ ~~to engaging~~Pre-commencement ~~Bloom~~communications &pursuant ~~Co., the Company consulted with Bloom & Co. as~~ to ~~its qualifications, experiences and ability to audit the Company’s financial statements. The~~ ~~Company~~Rule ~~and~~14d-2(b) ~~Bloom~~under ~~& Co. did not have substantive discussions regarding~~ the ~~application~~ ofExchange ~~accounting principles~~Act to(17 aCFR specified transactions, either complete or proposed, or the type of audit opinion that might be rendered on the Registrant’s financial statements and there are no reports nor written or oral advice provided by the new accountants’ used in deciding to retain Bloom & Co240. ~~Further, as noted there was no matter that was the subject of a disagreement as described in item 304~~14d-2(ab)(1)~~(iv) of r\Regulation S-K, promulgated by the Securities and Exchange Commission.~~

~~The~~¨ ~~change~~Pre-commencement ~~of accountants referenced herein was approved by the Registrant's Board of Directors, subject~~communications pursuant to ~~ratification by~~ ~~the Registrant's stockholders at~~Rule 13e-4(c) under the ~~Registrant’s~~ ~~next~~Exchange ~~Annual~~Act ~~Meeting~~(17 ~~thereof.~~CFR 240.13e-4(c))

~~Bloom~~Item ~~& Co~~3.03 isMaterial ~~expected~~Modifications to ~~audit~~Rights ~~the Company’s financial statements as~~ of ~~and~~Security ~~for the period ended December 31, 2000~~Holders. The Registrant has furnished Beckstead with a copy of this Report and has requested that Beckstead furnish the Registrant with a letter addressed to the Securities and Exchange Commission (the “Commission”) stating whether Beckstead agrees with the statements made by the Registrant in this Report and, if not, stating the respect in which it does not agree. The Registrant also requested Beckstead to provide the aforesaid letter as promptly as possible so that the Registrant can file the letter with the Commission within ten business days after the filing of this Report. Such letter is included in an exhibit to this form 8K.

WeOn ~~requested that~~October 24, ~~Bloom & Co. review~~2005, the ~~filing~~Registrant ~~and indicate by~~filed ~~letter that~~a weCurrent ~~will transmit to the SEC~~Report ifon ~~any new information, or clarification were to~~Form be8-K reporting the ~~disclosed. Bloom~~ratification ~~& Co.~~and ~~has~~approval ~~advised~~of ~~the~~a ~~Company~~plan ~~that~~of itreorganization ~~has reviewed this filing~~ and ~~has~~recapitalization no(the ~~basis~~“Plan”) on which ~~to submit~~, aas ~~letter addressed to~~herein ~~the~~modified, ~~SEC~~is ~~in response~~intended to ~~Item~~enable ~~304~~the ofRegistrant ~~Regulation~~to: ~~S-K.~~

~~Item~~• 7.Achieve ~~Financial~~a ~~Statements,~~listing ~~Pro~~on ~~Forma~~a ~~Financial~~national ~~Information~~securities ~~and Exhibits~~exchange;

~~(c) Exhibits~~• Transition the Registrant into the commercialization phase of its Super Smart Card™ and ~~Index~~Biometric ~~Required 1. Letter~~Verification ~~from~~Security G.System ~~Brad~~(BVS2™) ~~Beckstead,~~and ~~C.P.A.~~other technologies;

~~SIGNATURES~~• Enhance the Registrant’s position with its strategic partners;

~~Pursuant~~• to Position the ~~requirements~~Registrant ofto more effectively enter the ~~Securities~~long ~~Exchange~~term ~~Act~~capital markets as a means of ~~1934,~~delivering ~~the~~its ~~Registrant~~growing ~~has~~backlog ~~duly caused this amended report to~~of ~~be filed on~~contracts ~~its behalf by~~for the ~~undersigned thereunto~~ ~~duly~~use ~~authorized.~~of its technologies;

~~Dated:~~• ~~New~~Enable ~~York,~~the ~~New~~Registrant ~~York October~~to 8,respond ~~2001~~more effectively to any takeover efforts; and

~~E-SMART~~• ~~TECHNOLOGIES,~~Maximize ~~INC. BY:/s/Mary~~shareholder ~~Grace Mary Grace, Executive Vice-President~~values.

~~437~~The ~~Madison~~two ~~Avenue,~~principal ~~39th~~elements ~~Floor~~of the Plan are (1) a one for forty reverse split of all issued and outstanding (but not authorized) shares of common stock and options and an offer to exchange all post split ~~New~~non-Founder ~~York~~options on the terms set forth below in Item 5.03; and (2) the exchange of all management and principal stockholder’s common stock and options for 5,000,000 NYshares ~~10022~~of preferred stock which will be subject to significant restrictions and will vest the holders of the Preferred Stock (~~212~~as defined below) ~~753-5711~~with an ongoing 70% voting interest in the Registrant .

Accordingly, and on October 14, 82005 the Board of Directors of the Registrant, ~~2001~~acting with the authority previously granted to it by the stockholders of the Corporation, adopted a resolution to designate 7,000,000 shares of the previously authorized 20,000,000 shares of preferred stock of the Registrant as Series A Preferred Stock, $.01 par value per share and to issue 5,000,000 shares of the Series A Preferred Stock to the Registrant’s three founders (in proportion to their common stock and options surrendered) and to its principal stockholder, IVI Smart Technologies, Inc. (the “Preferred Stock”) (in proportion to its common stock and debts of cash and common stock forgiven).

G.2 ~~Brad Beckstead, C.P.A. 330 E. Warm Springs Las Vegas, NV 89119~~

~~Re:~~The ~~Change~~following is a summary of ~~Accountants~~the rights and preferences of the Preferred Stock to be created:

~~Dear~~• MrThe Preferred Stock shall be convertible into common shares of the Registrant on a share for share basis only in the event that the Company has net profits of not less than $200,000,000. ~~Beckstead~~Holders of the Preferred Stock may then, on prior written notice, convert their shares of Preferred Stock into Registrant’s common stock at a per annum rate to be determined by the Board of Directors;

~~Please~~• ~~be advised~~In any year that onthe ~~October~~Registrant 8,has ~~2002,~~net eprofits ~~Smart Technologies, Inc.,~~of anot ~~publicly~~less ~~owned Nevada corporation~~than ~~(the “Company”)~~$200, ~~engaged~~000,000, the ~~firm~~holders of ~~Bloom & Co., LLP as independent certified public accountant to audit~~ the ~~Registrant’s financial statements for~~ ~~the~~shares ~~fiscal~~of ~~year~~Preferred ~~ended~~Stock ~~December~~shall ~~31, 2000,~~be ~~and~~entitled ~~replacing~~to ~~you~~receive asdividends ~~the Company’s accountants. As~~on ~~you~~a ~~know, this change requires~~one ~~the~~for ~~Company~~one toshare ~~prepare~~basis ~~and~~with ~~file~~the acommon ~~Form~~stock, ~~8-K~~if ~~Current Report (the “8-K”) with the Securities~~ and ~~Exchange Commission (the “SEC”) and~~ ~~to include a~~when ~~letter from~~declared ~~you concerning any possible disagreements.~~by our Board of Directors;

~~Towards this end, I~~• ~~am enclosing herewith a~~Commencing ~~copy of~~on ~~the~~January ~~8-K~~1, ~~for your review. In addition~~2012, I ~~hereby~~the ~~request~~Company ~~that~~shall ~~you~~have ~~furnish~~ the ~~Company~~right ~~with~~but anot ~~letter~~the ~~addressed~~ obligation to ~~the~~redeem ~~SEC~~any ~~stating~~shares ~~whether~~of ~~you~~Preferred ~~agree~~Stock ~~with~~still ~~the~~outstanding ~~statements~~and ~~made~~not byconverted ~~the~~after ~~Company~~60 in days notice to the ~~8-K~~holders ~~and,~~at ifa ~~not~~price of $1,000 ~~stating~~per ~~the~~share ~~respect~~of inPreferred ~~which~~Stock ~~you~~or doan ~~not~~aggregate ~~agree.~~of $5,000,000,000; and

~~The~~• ~~Company intends~~Each toshare ~~file~~of ~~the~~Preferred ~~8-K~~Stock ~~with~~will ~~the~~possess ~~SEC~~a onvote ~~Wednesday, October~~equivalent ~~10, 2001. Of course, we would prefer~~ to ~~file~~its ~~your letter with the 8~~pro-K,rata ~~and appreciate~~share ~~any~~of ~~effort~~70% ~~you can make towards accommodating us in this regard. However, and in accordance with Item 304 (a)(3)~~ of ~~Regulation S-B,~~ the ~~Company hereby requests~~then ~~that~~issued ~~you provide the aforesaid letter~~and ~~as promptly~~outstanding ~~as possible so that the Company can file the letter with the SEC within ten business days after the filing of the 8-K~~stock.

In ~~the event~~consideration ~~you~~of ~~have~~each ~~any~~of ~~questions~~their orpro-rata ~~comments~~share ~~with~~of ~~respect~~the to5,000,000 ~~this~~shares ~~matter, please~~of doPreferred Stock, ~~not~~each ~~hesitate~~of tothe ~~contact~~Registrant’s ~~me.~~founders agreed to:

~~Very~~• ~~truly~~Surrender ~~yours, e~~all ~~Smart~~post ~~Technologies,~~reverse ~~Inc. By:~~split ~~/s/Mary~~shares ~~Grace~~and ~~Mary~~options ~~Grace,~~and ~~Executive~~held ~~Vice-President~~by them to the Registrant’s treasury;

•

Enter into a five year written employment agreement with the Registrant containing confidentiality and non-compete provisions and agreeing to take all steps necessary to effect licensing to the Registrant of all intellectual property which is developed during and within the scope of this employment;

•

Relinquish conversion and dividend rights per the terms of the preferred shares;

Similarly, in consideration for its pro-rata share of the 5,000,000 shares of Preferred Stock IVI Smart Technologies, Inc., agreed to:

•

Surrender all post reverse split shares held by it to the Registrants treasury;

•

Forgive the Registrant’s indebtedness of $2,905,000 together with the interest thereon, and waive the return of fifty million shares of common stock also owed to it by the Registrant; and

•

Relinquish conversion and dividend rights per the terms of the Preferred Stock.

The Board of Directors is authorized to adopt a resolution as soon as practicable enumerating all of the rights and preferences of the Preferred Stock consistent with the foregoing to be incorporated in a Certificate of Designation of Rights and Preferences of the Preferred Stock and filed with the Secretary of State of Nevada.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 14, 2005 and again on October 20, 2005, the Registrant’s Board of Directors adopted and approved the Plan authorizing a one (1) for forty (40) share reverse split of the issued and outstanding (but not authorized) shares of the Registrant’s common stock, $.001 par value per share and all outstanding options (the “Reverse Split”), the exchange of all post split, non-founder options on the terms set forth herein, and the designation of 7,000,000 shares of the 20,000,000 authorized preferred shares as Series A Preferred Stock and the issuance of 5,000,000 shares of Preferred Stock in exchange for current shareholdings and option-holdings of management and the stockholdings and debt forgiveness of the principal stockholder. Also on October 14, 2005, the Plan was approved by the written consent of the majority stockholders of the 200,000,000 common shares of the Registrant that were outstanding on that date. The stated reasons for the action were to enhance the Registrant’s capital structure, its access to capital markets, its ability to respond to any acquisition efforts and to enhance shareholder value. Finally, the Board, approved a plan whereby the holders of all vested post-reverse split non-Founder options would be given the option of either exercising their options at a price of $.10 per share or converting their options into a number of shares of common stock equal to 80% of the number of their post split options. Option holders will receive written notice regarding their options and will be required to advise the Registrant, by written notice within 30 days from receipt of written notification, of their election. After the 30 day period, all non-converted and non-exercised options automatically expire.

Given the nature of the actions taken by the Board, the approval by the Board and the majority of shareholders, and the absence of appraisal rights under Nevada law, no Information Statement will be disseminated. Additional information regarding any of these actions can be obtained on the Registrant’s website at www.esmarttechnologies.com or by contacting the Registrant.

Following the reverse split and the issuance of the Preferred Shares there will be a minimum of 3,686,493 to a maximum of 3,942,118 of the Registrant’s common shares issued and outstanding, depending on the election of non-Founder option holders, and 5,000,000 million shares of Preferred Stock issued and outstanding.

The Board of Directors authorized management to take all steps necessary to effect the Plan including determining the effective date for the reverse split, which shall be announced.

Item 4.01 Changes In Registrant’s Certifying Accountant.

Approximately two and a half weeks after the Registrant announced its reorganization on October 14, 2005, and after an advisor of the Registrant informed Rosenberg Rich Baker Berman & Company, the Registrant’s auditors, (“RRBB”), that the Registrant intended to retain other auditors, RRBB sent a letter to Registrant stating that RRBB resigned. As set forth in Registrant’s letter to RRBB. attached hereto as Exhibit 16.1(b) and 16.2(b), and more fully described in 402(a) and 402(b) below, it is the Registrant’s view that RRBB’s actions are predicated on a misstatement regarding the audit period at issue constitute a violation of its professional and ethical obligations to its client.

Further, it should be emphasized that the RRBB letter did not assert that there exists or had ever existed any disagreement with the Registrant with respect to the content of any of its audited financial statements. The Registrant is presently engaged in discussions with other auditors regarding their retention by the Registrant.

The audit reports of RRBB on the Registrant’s financial statements as of December 31, 2001, 2002, 2003 and 2004 and for each of the respective years then ended (the “Audit Period”) did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles other than as a going concern. During the Audit Period, there were no disagreements with RRBB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RRBB, would have caused it to make reference to the subject matter of the disagreements in connection with any of its reports for any year during the Audit Period. In addition, and during the Audit Period, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

The Registrant has provided a copy of this disclosure to RRBB and has requested that it furnish the Registrant with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with the statements made herein, and, if not, stating the respects in which it does not agree. A copy of the letter is attached hereto as Exhibit 16.1.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(b)	(1) Form 10-QSB Quarterly Reports.

On November 10, 2005, the Registrant received a letter from RRBB advising the Registrant that its Form 10-QSB Quarterly Reports for the three and six months ended March 31, 2005 and June 30, 2005, respectively, were not reviewed by RRBB, and that the same were considered “to be deficient and not timely filed”. A copy of RRBB’s letter is annexed to this Report as an exhibit.

Neither the Registrant’s Board of Directors, in the absence of an audit committee, nor any of the Registrant’s executive officers discussed this matter with RRBB as the Registrant planned to have the new independent accountants conduct the review. However, approximately one week prior to RRBB’s letter, a certified public accountant with 30 years of experience who serves as an advisor to the Registrant was requested by RRBB to ask Registrant if RRBB could remain as Registrant’s certified accountants for one more year. The advisor discussed this with the Registrant, who declined RRBB’s request. On November 10, 2005, approximately one week later, the Registrant received RRBB’s letters that are the subject of this Report.

(b) (2) Form 10-K Annual Report for the fiscal year ended December 31, 2004.

On November 10, 2005, the Registrant received another letter from RRBB stating that the Registrant’s Form 10-K Annual Report for the fiscal year ended December 31, 2004 “requires amendment”. RRBB asserted that its report stated inaccurately that it had expressed an opinion for the entire period “from inception to date.” RRBB claimed this was inaccurate because its review had commenced as of January 1, 2001. In fact, that audit commencing on January 1, 2001 had encompassed all activity of e-Smart with the exception of the nine days following the reverse merger with e-Smart , effective December 22, 2000, during which time no business was conducted and no transactions occurred. RRBB had, therefore, reviewed and audited all financial activity of e-Smart from the commencement of its operations through December 31, 2004. A copy of RRBB’s letter is annexed to this Report as an exhibit.

Neither the Registrant’s Board of Directors, in the absence of an audit committee, nor any of the Registrant’s executive officers discussed this matter with RRBB. However, on November 15, 2005, at a special meeting of the Board of Directors, the Registrant’s Board deemed the revision of the audit period in RRBB’s report, excluding a nine day period of inactivity, to be non-material. It is also noted that the Registrant’s filings during the period at issue were the subject of extensive SEC proceedings at the conclusion of which the Administrative Law Judge determined that no sanction should be imposed on the Registrant.

Item 9.01. Financial Statements and Exhibits

16.1	Letter from RRBB re Form 10-QSB’s dated November 9, 2005

16.2	Letter from RRBB re Form 10-KSB dated November 9, 2005

16.3	Letter to RRBB dated November 16, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be filed on its behalf by the undersigned thereunto duly authorized.

Dated: Port Chester, New York

November 18, 2005

E-SMART TECHNOLOGIES, INC.


BY:		/s/ Mary Grace, President

Filing Compare · E-SMART TECHNOLOGIES INC