UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____ to______

Commission File Number: 000-51658


MICROSMART DEVICES, INC.
(Exact name of registrant as specified in its charter)

NEVADA	87-0624567
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

79 MEADOW STREET, LINCHFIELD,CT	06759
(Address of principal executive offices)	(Zip Code)

646-827-9362
(Registrant's telephone number, including area code)

NA
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) [ X ]

Yes [ ] No (2) [ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ] The Registrant does not have a website.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer," "accelerated filer and 'smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

NONE, NOT APPLICABLE

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. August 19, 2012-1,157,472

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

The Financial Statements of the Registrant required to be filed with this 1O-Q Quarterly Report were prepared by management, and commence of the following page, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

MICROSMART DEVICES, INC.

(A Development Stage Company)

Condensed Balance Sheets

Unaudited

		June 30, 2012		December 31, 2011

Assets

Current assets
Cash and cash equivalents- Note A	$	-	$	-
Total current assets		-		-

Total assets	$	-	$	-


Liabilities and Stockholders' (Deficit)

Current Liabilities
Accounts payable	$	13,972	$	14,545
Accrued liabilities-related parties		207,940		207,940
Total current liabilities		221,912		$222,485

Convertible notes payable - net related parties		7,983		924

Total liabilities		229,895		223,409

Stockholders' deficit
Preferred stock, 10,000,000 shares authorized at $0.001 par value, none issued or outstanding		-		-
Common stock, 100,000,000 shares authorized at $0.001 par value, 1,157,472 shares issued and outstanding		1,157		1,157
Additional paid-in capital		205,457		170,273
Deficit accumulated during development stage		(436,509)		(394,839)
Total stockholders' deficit		(229,895)		(223,409)

Total liabilities and stockholders' deficit	$	-	$	-

The accompanying notes are an integral part of these financial statements

MICROSMART DEVICES, INC.

(A Development Stage Company)

Condensed Statements of Operations

Unaudited

					Inception (Aug. 18, 1998) Through
	FOR THE THREE	FOR THE THREE	FOR THE SIX	FOR THE SIX
	MONTHS ENDED	MONTHS ENDED	MONTHS ENDED	MONTHS ENDED
	JUNE 30, 2012	JUNE 30, 2011	JUNE 30, 2012	JUNE 30, 2011	June 30, 2012

Revenues	$-	$-	$-	$-	$6,891

Cost of Sales	-	-	-	-	4,984

Gross Profit	-	-	-	-	1,907

Operating expenses:

General and administrative expenses	14,425	30,948	28,674	34,416	424,496

Total operating expenses	14,425	30,948	28,674	34,416	424,496

Operating loss	(14,425)	(30,948)	(28,674)	(34,416)	(422,589)

Interest Expense	(8,781)	-	(12,996)	-	(13,920)

Loss before taxes	(23,206)	(30,948)	(41,670)	(34,416)	(436,509)

Provision for income taxes	-	-	-	-	-

Net Loss	($23,206)	($30,948)	($41,670)	($34,416)	($436,509)



Basic and diluted net loss per common share	($0.02)	($0.03)	($0.04)	($0.03)	($0.53)



Weighted average common shares outstanding, basic and diluted	1,157,472	1,157,472	1,157,472	1,157,472	825,844

The accompanying notes are an integral part of these financial statements

MICROSMART DEVICES, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

Unaudited

			For the Period
			From
			Inception
	FOR THE SIX	FOR THE SIX	(Aug. 18, 1998)
	MONTHS ENDED	MONTHS ENDED	Through
	June 30, 2012	June 30, 2011	June 30, 2012


CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	($41,670)	($34,416)	($436,509)

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of debt discount	7,059	-	7,983

Non-Cash interest expense	5,184	-	5,184

Increase/(decrease) in accounts payable	(573)	(76,556)	13,972

Increase/(decrease) in accrued liabilities-related party	-	110,972	332,448

Contributions for capital expenses	-	-	8,026

Issuance of common stock for expenses	-	-	4,396

Net cash used in operating activities	(30,000)	-	(64,500)


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from stock issued			22,500
Convertible note payable	30,000		42,000


Net cash provided by financing activities	30,000	-	64,500

Net increase (decrease) in cash	-	-	-


Cash and cash equivalents, beginning of period	-	-	-

Cash and cash equivalents, end of period	$ -	$ -	$ -

SUPPLEMENTAL DISCLOSURES:

Income taxes paid	$ -	$ -	$ -

Debt settled for equity	-	-	124,508

The accompanying notes are an integral part of these financial statements

MICROSMART DEVICES, INC.

(A Development Stage Company)

Notes to Condensed Financial Statements

NOTE 1 - PRESENTATION BASIS

The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with U. S. generally accepted accounting principles have been condensed or omitted. These interim financial statements include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary in order to make the financial statements not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

NOTE 2 - GOING CONCERN

The Company has incurred losses from inception, has a net working capital deficiency, and has no operating revenue source as of June 30, 2012. Financing the Company's activities to date has primarily been the result of borrowing from a shareholder and others. The Company's ability to achieve a level of profitable operations and/or additional financing may impact the Company's ability to continue as it is presently organized. Management plans include continued development of the business, as discussed in NOTE D of the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

NOTE 3 - RELATED PARTY PAYABLE

During the previous periods, a shareholder loaned funds to the Company to cover operating expenses. The note is non-interest bearing, due and payable on demand. The amount payable to the shareholder as of June 30, 2012 and December 31, 2011 was $207,940. Interest is being imputed at the rate of 5% per annum and is charged to Additional Paid in Capital.

On April 2, 2012, the Company signed a $30,000 convertible promissory note with a related party. The note bears interest at 5% per annum and will be due on December 31, 2013. The note has conversion rights that allow the holder of the note to convert the principal balance into the Company's common stock at a price of $0.05.

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms on the above mentioned note and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method stipulated in ASC 470. The value of BCF was determined based on the stock price on the day of commitment, the discounts as agreed to in the note, the number of convertible shares, and the difference between the effective conversion price and the fair value of the common stock. The value of the BCF of the note has been calculated at $276,000, but has been limited to the proceeds of $30,000.The BCF has been recorded as a discount to the note payable and to Additional Paid-in Capital and will be amortized over the life of the note.

NOTE 4 - IMPACT OF NEW ACCOUNTING STANDARDS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

NOTE 5 - SUBSEQUENT EVENTS

On July 31, 2012, pursuant to a purchase agreement (the "Purchase Agreement") among Crowther Holdings LTD, a Turks and Caicos Islands company ("Crowther"), and the principal stockholder of Microsmart Devices, Inc., a Nevada corporation (the "Company"), Settex PLC, a United Kingdom company ("Settex"), and Zentar Securities Ltd., a Swiss company ("Zentar" and together with "Settex", the "Purchasers" and each a "Purchaser"), Crowther sold an aggregate of 848,391 shares of common stock, par value $0.001 per share ("Common Stock"), of the Company (the "Purchased Shares") to the Purchasers in the amounts set forth in Annex 1.1(b)(1) of the Purchase Agreement. The Purchase Agreement also provides for the transfer of certain outstanding unsecured non-interest bearing loans made between December 2007 and June 2011 by Crowther to the Company in the aggregate principle amount of $207,940 (the "Related Party Loans") to the Purchasers in the amounts listed on Annex 1.1(b)(1) to the Purchase Agreement. The Purchased Shares are subject to a registration agreement that provides that the Purchased Shares shall not be publicly sold unless and until (i) a registration statement filed with the SEC covering such Purchased Shares is effective; (ii) the SEC provides a "no action" letter which indicates that registration prior to resale is not required based upon an available exemption, or (iii) there is a finding by a United States District Court having original jurisdiction or a state court having concurrent jurisdiction regarding the Securities Act of 1933, as amended (the "Securities Act"), to the effect that the Purchased Shares can be resold without registration under the Securities Act.

Each of the Buyers is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act. The aggregate purchase price for the Purchased Shares was $254,517.30 (the "Purchase Price"), or $0.30 per share. The purchase and sale of the Purchased Shares took place at a closing (the "Closing") held on July 31, 2012, at which the Purchase Price was paid and the Related Party Loans were assigned by Crowther to the Purchasers.

Prior to the Closing, Crowther owned only the 848,391 Purchased Shares, which represents approximately 73.3% of the outstanding Common Stock. After giving effect to its sale of the Purchased Shares, Crowther does not own of record or beneficially any shares of Common Stock of the Company.

As a result of the Closing, a change of control was effected. The Purchasers beneficially own in the aggregate approximately 73.3% of the Company's issued and outstanding voting Common Stock following the acquisition of the 848,391 Purchased Shares. After giving effect to the transfer of the Related Party Loan to the Purchasers, Crowther will not be a creditor or affiliate of the Company.

The directors and officers will change after 10 days of the mailing of Schedule 14F-1 to the shareholders.

Item 2. Management's Discussion and Analysis or Plan of Operation.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) the Company's ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which the Company may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company's ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company's operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. The Company does not undertake, and specifically disclaims, any obligation to update any forward- looking statements to reflect events or circumstances occurring after the date of such statements.

Management's Discussion and Analysis of Financial Condition and Results of Operations Plan of Operation

The Company's plan of operation for the next 12 months is to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selected.

During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining its good standing or to the payment of its Securities and Exchange filing expenses and associated legal fees, accounting fees and costs incident to reviewing or investigating any potential business venture, any of which may be advanced by management or principal stockholders as loans to the Company. There is no agreement that management or anyone else will advance these funds. Because the Company has not determined any business or industry in which its operations will be commenced it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to the Company than would be available from a commercial lender in an arm's length transaction.

When and if a business will be commenced or an acquisition will be made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability; and if and when any potential acquisition may become available to the Company at acceptable terms. The estimated costs associated with reviewing a potential business venture would be mainly for due diligence, and could cost from $5,000 to $25,000. These funds will either be required to be loaned by management or raised in private offerings; the Company cannot assure you that it can raise these funds, if needed.

Results of Operations

The Company had no revenues for the three months ended June 30, 2012, and 2011, and the Company incurred net losses of $23,206 and $30,948, respectively. The loss for the June 30, 2012 period is attributable to the timing of professional services and in part to interest on debt, while the loss for the June 30, 2011 period is primarily as a result of legal and accounting expenses.

The Company had no revenues for the six months ended June 30, 2012, and 2011, and the Company incurred net losses of $41,670 and $34,416, respectively. The loss for the June 30, 2012 period is attributable to the timing of professional services and in part to interest on debt, while the loss for the June 30, 2011 period is primarily as a result of legal and accounting expenses.

The Company has generated no profit since inception. Cumulative losses total $436,509 since the Company's inception on August 18, 1998. Primarily all of these losses are the result of legal and accounting expenses.

Liquidity

At June 30, 2012, the Company had no cash resources.

Off-balance sheet arrangements

We had no off balance sheet arrangements as of the date of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have no market risk sensitive instruments.

Item 4. Controls and Procedures.

Management's annual report on
internal control over financial reporting

As of the end of the period covered by this Quarterly Report, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our management concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our management have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting.

Changes in internal control over financial reporting

We had no changes in our internal control over financial reporting during the period of this Quarterly Report.

PART II - OTHER INFORMATION

Item I. Legal Proceedings.

None; not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Recent Sales of Unregistered Securities

We did not sell any unregistered securities, acquire any securities or receive any proceeds from the sale of unregistered securities during the period covered by this Quarterly Report.

Item 3. Defaults Upon Senior Securities.

None: not applicable.

Item 4. [REMOVED AND RESERVED]

Item 5. Other Information.

None; not applicable.

Nominating Committee

We have not established a Nominating Committee because, due to our lack of operations and the fact that we have only one director, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our board.

Item 6. Exhibits

(a) Exhibits and index of Exhibits.

31	Certification of Hernando A. Cruz. the Company's CEO, Secretary/Treasurer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Hernando A. Cruz pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MICROSMART DEVICES, INC.

Dated: August 20, 2012	By: /s/ Hernando A. Cruz Hernando A. Cruz President, Secretary/Treasurer and Director

Microsmart Devices, Inc. 10-Q