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

Form 10-Q

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

For the quarterly period ended November 30, 2024

[ ] 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 333-275161

E-SMART CORP.

(Exact name of registrant as specified in its charter)

Nevada	7371		35-2810816
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

Diana Vasylenko

7311 Oxford Ave

Philadelphia, PA 19111

Tel. +1620-3079197

Email: office@e-smart.io

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

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. Yes (X) No ( )

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files) Yes ( ) No (X)

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. (Check one):

Large accelerated Filer ( )

Non-accelerated Filer (Х)

Smaller reporting company (X)

Emerging growth company (X)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ( ).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ( ) No (X)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,799,469 common shares issued and outstanding as of January 14, 2025.

E-SMART CORP.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION:

Item 1.	Financial Statements (Unaudited)	3

	Condensed Balance Sheets as of November 30, 2024 and August 31, 2024 (audited)	4

	Condensed Statements of Operations for the three months ended November 30, 2024 and 2023 (Unaudited)	5

	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended November 30, 2024 and 2023 (Unaudited)	6

	Condensed Statements of Cash Flows for the three months ended November 30, 2024 and 2023 (Unaudited)	7

	Notes to the Condensed Financial Statements for the three months ended November 30, 2024 and 2023 (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4.	Controls and Procedures	15

PART II	OTHER INFORMATION:

Item 1.	Legal Proceedings	17

Item 1A	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	17

Item 4.	Submission of Matters to a Vote of Securities Holders	17

Item 5.	Other Information	17

Item 6.	Exhibits	17

	Signatures	18

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim financial statements of E-Smart Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

E-SMART CORP.

Condensed Balance Sheets as of November 30, 2024 and August 31, 2024 (audited)

		November 30, 2024 (unaudited)		August 31, 2024 (audited)
ASSETS
Current Assets
Cash and cash equivalents	$	3,945	$	546
Total Current Assets	$	3,945	$	546

Other Current Assets
Prepaid Expenses	$	18,321	$	-
Total Other Current Assets	$	18,321	$	-

Fixed Assets
Intangible assets, net	$	173,800	$	173,800
Accumulated Amortization		(33,548)		(24,858)
Total Fixed Assets	$	140,252	$	148,942
Total Assets	$	162,518	$	149,488

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Related Party Loans	$	179,808	$	180,297
Deferred Revenue		2,725		-
Total Current Liabilities	$	182,533	$	180,297
Total Liabilities	$	182,533	$	180,297

Stockholders’ Equity (Deficit)
Common stock, par value $0.001; 45,000,000 shares authorized, 5,520,003 shares issued and outstanding as of November 30, 2024 and 4,500,000 as of August 31, 2024		5,520		4,500
Additional Paid-in Capital		31,194		6,905
Accumulated deficit		(56,729)		(42,215)
Total Stockholders’ Equity (Deficit)	$	(20,015)	$	(30,810)
Total Liabilities and Stockholders’ Equity / (Deficit)	$	162,518	$	149,488

See accompanying notes, which are an integral part of these financial statements

E-SMART CORP.

Condensed Statements of Operations for the three months ended November 30, 2024 and 2023 (Unaudited)

		Three months ended November 30, 2024		Three months ended November 30, 2023

REVENUES	$	4,451	$	-
Discounts given		32		-
GROSS PROFIT		4,419		-

OPERATING EXPENSES
General and Administrative Expenses		16,579		12,180
TOTAL OPERATING EXPENSES		(16,579)		(12,180)

NET INCOME (LOSS) FROM OPERATIONS		(12,160)		(12,180)

OTHER LOSS
Interest Income	$	5	$	25
Interest Expense	$	(2,359)	$	-
TOTAL OTHER LOSS	$	(2,354)	$	25

PROVISION FOR INCOME TAXES		-		-

NET PROFIT/LOSS	$	(14,514)	$	(12,155)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.01)	$	(0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		4,719,210		4,500,000

See accompanying notes, which are an integral part of these financial statements

E-SMART CORP.

Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended November 30, 2024 and 2023 (Unaudited)


	Common Stock				Additional Paid-in		Accumulated Deficit		Total Stockholders’
	Shares	Amount			Capital				Equity/Deficit

Balance, August 31, 2024	4,500,000	$	4,500	$	6,905	$	(42,215)	$	(30,810)
Common Shares Issued for Cash	1,020,003		1,020		21,930		-		22,950
Imputed Interest	-		-		2,359		-		2,359
Net loss for the three months ended November 30, 2024	-		-		-		(14,514)		(14,514)

Balance, November 30, 2024	5,520,003	$	5,520	$	31,194	$	(56,729)	$	(20,015)


Balance, August 31, 2023	4,500,000	$	4,500	$	-	$	(979)	$	3,521
Net loss for the three months ended November 30, 2023	-		-		-		(12,155)		(12,155)

Balance, November 30, 2023	4,500,000	$	4,500	$	-	$	(13,134)	$	(8,634)

See accompanying notes, which are an integral part of these financial statements

E-SMART CORP.

Condensed Statements of Cash Flows for the three months ended November 30, 2024 and 2023 (Unaudited)

			For the three months ended November 30, 2024		For the three months ended November 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(14,514)		$	(12,155)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		8,690			1,508
Accounts Payable		-			(1,500)
Prepaid Expense		(18,321)			-
Deferred revenue		2,725			-
Imputed interest		2,359			-
CASH FLOWS PROVIDED BY / (USED IN) OPERATING ACTIVITIES		(19,061)			(12,147)

CASH FLOWS FROM INVESTING ACTIVITIES
Intangible Assets		-			(64,500)
CASH FLOWS USED IN INVESTING ACTIVITIES		-			(64,500)

CASH FLOWS FROM FINANCING ACTIVITIES
Director Loan (repayment)		(490)			76,694
Issuance of capital stock		22,950			-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		22,460			76,694

NET CHANGE IN CASH		3,399			47
Cash, beginning of period		546			225
Cash, end of period	$	3,945		$	272

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See accompanying notes, which are an integral part of these financial statements

E-SMART CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2024 AND 2023 (UNAUDITED)

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

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.

Note 2 – 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 losses 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.

E-Smart Corp. has only generated $4,419 revenue and incurred a net loss of $14,514 for the three months ended November 30, 2024, additionally, its reporting an accumulated deficit since inception of $56,729 as of November 30, 2024.

The Company's capacity to operate as a going concern is reliant on its ability to generate profitable operations in the future and/or secure the required funding to meet its obligations and settle liabilities resulting from standard business operations when they become due. Management plans to finance operational expenses for the next twelve months by using available cash on hand, as well as loans from directors and/or a private offering of Common Stock.

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year end is August 31.

Use of 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

FASB ASC Topic 820, "Fair Value Measurement," defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to measure fair value.

The three levels are defined as follows:

Level 1:	defined as observable inputs such as quoted prices in active markets;
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,945 and $546 of cash as of November 30, 2024 and 2023, respectively.

Prepaid Expenses

Prepaid expenses are amounts paid to secure the use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses are eventually consumed, they are charged to expense.

As of November 30, 2024 and November 30, 2023, there were $18,821 and $0 in prepaid expenses, respectively. The prepaid balance as of November 30, 2024 is related to a 12-month Server Lease. The 12-month Server Lease was not accounted for under ASC 842 due to the Company’s election to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). The balance will be amortized straight-line over the 12-month term of the lease which commenced on October 24, 2024. During the three months ended November 30, 2024 we recognized $1,700 of server expense.

Accounts Payable

Accounts Payable discloses a liability to a creditor, carried on open account, usually for purchases of goods and services. The Company had no accounts payable as of November 30, 2024.

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using straight-line balance method over the estimated useful life of the assets. We estimate that the useful life of equipment is 5 years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

All income tax amounts reflect the use of the liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes. Current year expense represents the amount of income taxes paid, payable or refundable for the period.

Deferred income taxes, net of appropriate valuation allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements.

The Company’s income tax returns are subject to review and examination by federal, state and local governmental authorities. As of November 30, 2024, there is no year currently under examination with federal, state and local governmental authorities. To the extent penalties and interest are incurred through an examination, they would be included in the income tax section of the statement of operations.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Revenue Recognition

Under Accounting Standards Codification No. 606, "Revenue from Contracts with Customers" ("ASC 606"), the Company recognizes revenue when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. ASC 606 establishes a five-step model for revenue recognition:

1. Identify the contract with the customer: The Company enters into subscription agreements for its API services with customers. The Company offers the "AI Powered Tattoo Artist," a subscription-based API service that utilizes artificial intelligence to generate custom tattoo designs. The "AI Powered Tattoo Artist" API is available through both a free trial plan with limited features and paid subscription plans for different amount of API requests.

2. Identify the performance obligations in the contract: The Company's performance obligation is providing access to its API services for the subscription period.

3. Determine the transaction price: The transaction price is the fixed amount agreed upon in the subscription agreement, adjusted for any variable consideration such as discounts or rebates.

4. Allocate the transaction price to the performance obligations: The transaction price is allocated entirely to the performance obligation of API access.

5. Recognize revenue when (or as) the performance obligation is satisfied: Revenue is recognized over time as API access is provided, typically ratably over the subscription period.

Provisions for discounts, rebates, estimated returns, and other adjustments are considered variable consideration and are estimated and accounted for in determining the transaction price. Revenue is recognized only to the extent it is probable that a significant reversal will not occur.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Note 4 – INTANGIBLE ASSETS

Intangible assets relate to the website and API software, which the Company purchased on June 30, 2023. The Website was put on use on August 30, 2023 and amortization is expected to cover a period of 5 years. Amortization expense for the period ended August 31, 2023 was $0. As of August 31, 2023, the amount of intangible assets is $16,500. As of November 30, 2024, the amount of intangible assets is $173,800 consisting of website and API. Amortization expense for the three months ended November 30, 2024 was $8,690. Amortization expense for the all period ended November 30, 2024 was $33,548.

Intangible assets amounts are as follows:

		Website Development		Ai-Powered Tattoo Cost Calculator Api		Total
Estimated Useful Life (Years)		5		5

Total Cost of the Asset	$	81,000	$	92,800	$	173,800
Accumulated Amortization at August 31, 2024		(18,298)		(15,250)		(33,548)
Net Book Value at August 31, 2024	$	62,702	$	77,550	$	140,252

Amortization Expense for three months ended November 30, 2024	$	4,640	$	4,050	$	8,690

Note 5 – COMMON STOCK

The Company has 75,000,000, $0.0001 par value shares of common stock authorized.

On June 30, 2023, the Company issued 4,500,000 shares of common stock to its President and Incorporator, Diana Vasylenko, at $0.001 per share.

During the three months ended November 30, 2024, the Company issued 1,020,003 shares of common stock for cash proceeds at $0.0225 per share for a total of $22,950.

As of November 30, 2024, the Company had 5,520,003 shares issued and outstanding.

Note 6 – RELATED PARTY

Effective June 6, 2023, the Company entered a Loan Agreement with its CEO. The lender agreed to lend a total of $70,000 payable in applicable installments over the Term of the loan. The CEO agreed to an interest rate of 0% and a Term of 5 years. Effective November 14, 2023, the CEO agreed to increase maximum amount of the Loan to $220,000. The amount due under the Loan was $179,808 and $88,397 as of November 30, 2024 and 2023, respectively. Imputed interest expense of $2,359 for the three months ended November 30, 2024 was recorded as additional paid in capital.

Note 7 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may become a party to litigation matters involving claims against it. As of November 30, 2024, there are no current matters that would have a material effect on the Company’s financial position or results of operations.

Note 8 – SUBSEQUENT EVENTS

In accordance with FASB ASC Topic 855 “Subsequent Events”, the Company has analyzed its operations through by January 14, 2025 and the date these financial statements were available to be issued, for the period from December 1, 2024 till January 14, 2025 the Company issued 279,466 shares of common stocks at $0.0225 per share for cash proceeds of $6,288.

ITEM 2.

MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENT NOTICE

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. 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.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

IN GENERAL

E-Smart Corp. (“Company”) was incorporated on June 06, 2023 under the laws of Nevada. We are a Nevada-incorporated Company focused on creating a platform that facilitates interaction between tattoo artists and enthusiasts. Our product serves as a combined professional profile and artistic showcase for tattoo artists, enabling them to present their expertise and history in an aesthetically pleasing format. This platform simplifies the process for employers to identify and locate skilled artists within their vicinity. Moreover, our service offers users the capability to generate preliminary tattoo sketches through an AI-driven tattoo design tool.

E-Smart is a dynamic and forward-thinking digital platform that connects tattoo artists and clients seamlessly. By leveraging advanced technologies, offering comprehensive services, and prioritizing user convenience, we provide an unparalleled experience for all stakeholders in the tattoo industry.

INITIAL FOCUS OF OUR BUSINESS

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and therefore we intend to take advantage of certain exemptions from various public Company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in this prospectus, our periodic reports and our proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of our Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which we have issued more than $1.00 billion in non-convertible debt in the prior three-year period.

We are not a “shell Company” within the meaning of Rule 405, promulgated pursuant to the Securities Act, because we have developed business plan and real business operations.

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 will be 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 partners is 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.

PROMOTION AND 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.

Please note that the cost estimates, timelines, and funding details provided in this plan of operations are approximate and subject to adjustments based on market conditions, specific business requirements, and the success of the public offering.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research expenditures since our incorporation.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

We do not believe that any existing or probable government regulation on our business, including any applicable export or import regulation or control imposed by China will have a material impact on the way we conduct our business.

PATENTS, TRADEMARKS AND COPYRIGHTS

We do not own, either legally or beneficially, any patents or trademarks. We intend to protect our website (www.corpchee.com) with copyright laws. Beyond our trade name, we do not hold any other intellectual property.

SIGNIFICANT EMPLOYEES

We do not currently have any significant employees aside from Ms. Vasylenko.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three months ended November 30, 2024 compared to November 30, 2023

Revenue

For the three months ended November 30, 2024, the Company generated total revenue of 4,419 from selling services to its customers.

The expenses for the three months ended November 30, 2024 was $9,748.

For the three months ended November 30, 2023, the Company generated no revenue.

The expenses for the three months ended November 30, 2024 was $11,172.

Operating expenses

Total operating expenses for the three months ended November 30, 2024 ware $16,579. The operating expenses included bank service charges ($15), Business Licenses and Permits ($220), Amortization Expense ($8,690), Legal & Professional Fees ($300), Legal & Professional Services ($5,627), Postage and Delivery ($27), Server leasing expense ($1,700).

Total operating expenses for the three months ended November 30, 2023 were $12,180. The operating expenses included Business Licenses and Permits ($236), Amortization Expense ($1,508), Legal & Professional Fees ($10,375), Postage and Delivery ($61).

Net Loss

The net loss for the three months ended November 30, 2024 was $14,514.

The net loss for the nine months ended November 30, 2024 was $12,155.

LIQUIDITY AND CAPITAL RESOURCES

Three months ended November 30, 2024 compared to November 30, 2023

As at November 30, 2024, our Assets were $163,018. Total Assets included Current Assets $22,767 and Fixed Assets $140,252. As at November 30, 2024, our Liabilities were $182,533 and Equity was ($19,515).

As at November 30, 2023, our Assets were $79,764. Total Assets included Current Assets $272 and Fixed Assets $79,492. As at November 30, 2023, our Liabilities were $88,398 and Equity was ($8,634).

CASH FLOWS FROM OPERATING ACTIVITIES

For the three months ended November 30, 2024 net cash flows used in operating activities was negative $19,061.

For the three months ended November 30, 2023 net cash flows used in operating activities was negative $12,147.

CASH FLOWS FROM INVESTING ACTIVITIES

We had no cash used in investing activities during the three months ended November 30, 2024.

For the three months ended November 30, 2023 we have generated $64,500 of cash used in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the three months ended November 30, 2024 net cash flows used in financing activities was $22,460.

For the three months ended November 30, 2023 net cash flows used in financing activities was negative $76,694.

MANAGEMENT’S DISCUSSION AND ANALYSIS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and related financing.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

- Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

- Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

- Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

- Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

- Disclose certain executive compensation related items such as the correlation between executive compensation and performance comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. However, even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or the auditor attestation of internal controls over financial reporting.

We believe that we will be able to raise enough money through the offering to continue our proposed operations, but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from this offering and will need to find alternative sources.

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.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

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 1A.

RISK FACTORS

None

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS

None

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS

The following exhibits are included as part of this report by reference:


31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the 7311 Oxford Ave, Philadelphia, PA 19111 United States on January 14, 2025.

E-SMART CORP.

By: /s/ Diana Vasylenko

Name: Diana Vasylenko

Title: President, Chief Executive Officer, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

E-Smart Corp. 10-Q