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Smart Technology Inc – IPO: ‘SB-1/A’ on 10/29/03

On:  Wednesday, 10/29/03, at 2:07pm ET   ·   Accession #:  1164150-3-209   ·   File #:  333-87006

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-1/A      Amended 1933 Registration Statement                   80    359K 
 2: EX-9        Escrow Agreement                                       4     20K 
 3: EX-10       Auditors Consent                                       1      6K 
 4: EX-10       Gap Consent                                           21     53K 
 5: EX-10       Sale of Shares                                        16     54K 
 6: EX-11       Legal Opinion and Consent                              2±    10K 

SB-1/A   —   Amended 1933 Registration Statement
Document Table of Contents

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As filed with the  Securities  and  Exchange  Commission  on October  21,  2003,
Registration No. 333-87006                                                      

U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM SB-1 (Amendment No. 3)
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SMART TECHNOLOGY, INC.
------------------------------------------------------- 
(Exact name of registrant as specified in its charter)

Florida               5960                  45411                 65-1114299
-----------------  -----------------    ----------------------   ---------------
(State or Other    (Primary Standard    (North American          (IRS Employer  
Jurisdiction of     Industrial          Industry Classification   Identification
Incorporation or   Classification       System ("NAICS")Number)  ("EIN") Number)
Organization)      ("SIC") Number)                                              

 222 Lakeview Avenue, PMB 433, West Palm Beach, FL 33401
 (561) 835-4277-phone - (561) 659-5371-fax
------------------------------------------------------- 
 (Address, including zip code, and telephone number,
including area code, of registrant's
 principal executive office)

Copy to:                    Donald F. Mintmire, Esq.                            
     265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480    
(561) 832-5696          

A minimum  of 50,000  shares to a maximum  of  300,000  shares of the  Company's
Common Stock at $5.00 Per Share.  Selling Shareholders may also be selling up to
555,632 additional shares at the conclusion of our primary offering.            

        Price to Public    Underwriting Discount     Proceeds to
                           and Commission            the Company
------------- -------------------- ---------------------- ------------------    

Total Minimum          $250,000             $0               $  250,000         
------------- -------------------- ---------------------- ------------------    

Total Maximum         $1,500,000            $0               $1,500,000         
------------- -------------------- ---------------------- ------------------    

Selling Shareholders  $2,778,160            $0               $2,778,160 (1)     
----------------------------------------------------------------------------    
(1) Proceeds to the Selling  Shareholders who do hereby offer for sale any or up
to 555,632 of their shares of common stock.                                     

Company  Information:  There is  currently no market for our shares and a market
for our shares may not develop.                                                 

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
an amendment which  specifically  states that the  Registration  Statement shall
thereafter  become  effective in accordance with Section 8 (a) of the Securities
Act of 1933 or until the  Registration  Statement shall become effective on such
date as the Securities and Exchange Commission,  acting pursuant to said Section
8(a), may determine.                                                            

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Purchasers  should  carefully  consider the risks associated with this Offering,
the securities to be issued pursuant to this Offering and risks  associated with
the Issuer of the Securities.  A comprehensive  disclosure of these risks can be
found in the section entitled "Risk Factors" found on page 7 of this Prospectus.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has  approved  or  disapproved  of the  securities  or passed on the
adequacy or accuracy of the disclosures in the prospectus. Any representation to
the contrary is a criminal offense.                                             

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.               

This offering is being made on a self-underwritten basis through our principals,
Mr. Marc Asselineau,  Mr. Jean Michel Gal and Bernard Bouverot,  without the use
of securities  brokers.  All proceeds from the sale of shares will be held in an
attorney  escrow  account  maintained by Mintmire & Associates,  our  securities
counsel,  265 Sunrise Avenue,  Suite 204, Palm Beach,  Florida 33480, only until
the minimum offering is reached.                                                

Disclosure of Alternative Used: Alternative 1 |_| Alternative 2 |X|             

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practicable after the effective date of the Registration Statement.             

THE DATE OF THIS PROSPECTUS IS ______________, 2003 

                                                                              ii

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PROSPECTUS

SMART TECHNOLOGY, INC.

Terms of the Offering  Period:  Unless it is  terminated  earlier,  the offering
period will be from three (3) months from the date of this prospectus, but in no
case later than one  hundred  eighty  days from such date.  During the  offering
period,  we will sell a minimum  of  50,000  shares at $5.00 per share  with the
minimum  purchase being  $2,500.00.  Since there is no selling  commission,  all
proceeds from the sales will go to us.                                          

Additional  Shares  Being  Offered:  If the Company  sells the minimum  offering
amount (50,000  shares),  selling  shareholders  are then eligible to sell their
shares as well.  The Company will not receive any proceeds  from the  additional
555,632 shares which will be offered by its selling  shareholders.  These shares
may be sold at any time after BOTH (i) the  effective  date of this  prospectus;
and (ii) when the Company has sold the minimum  number of shares  offered..  The
selling  shareholders  will have the  obligation to sell their shares if they so
wish at the same price as the offering price in this prospectus of $5 per share.
This  obligation  will  last  until  the  Company's  shares  are  traded  on the
Over-the-Counter  Bulletin  board or other  markets,  at which time the  selling
shareholders shares will be traded at market price. Therefore,  the Company does
not  believe  this will  undercut  the  selling  price at which the  Company  is
offering  shares;  however the Company  will not benefit  from such sales and if
there is only a limited  market,  the Company may not be able to sell its shares
above minimum as well.  However,  once a market is created,  if at all,  selling
shareholders  will sell at  market,  which may be below  the  Company's  selling
price. In that event,  sales by selling  shareholders may undercut the Company's
sales. The Company has no arrangements with the selling shareholders with regard
to concurrent selling.                                                          

 CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
TITLE OF EACH                             OFFERING    AMOUNT OF                 
CLASS OF SECURITIES       AMOUNT TO BE   PRICE PER    OFFERING      REGISTRATION
TO BE REGISTERED           REGISTERED     SECURITY     PRICE         FEE        
-----------------------   ------------  -----------  ------------   ------------
Common stock, par value                                                         
$0.0001 per share                                                               
offered by the Company       300,000        $5.00     $1,500,000      $133.50   
-----------------------   ------------  -----------  ------------   ------------
Common stock, par value                                                         
$0.0001 per share                                                               
offered by the                                                                  
Selling Shareholders         555,632        $5.00     $2,778,160      $247.26   
-----------------------   ------------  -----------  ------------   ------------

                                                                             iii

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                       TABLE OF CONTENTS
                                                                            Page
Descriptive Title........................................................     5 
Prospectus Summary.......................................................     7 
Summary Financial Data...................................................     7 
Risk Factors.............................................................    10 
Related Party Transactions...............................................    11 
Fiduciary Responsiblitiy of the Company's Management.....................    11 
Selling Stockholders.....................................................    21 
Plan of Distribution.....................................................    22 
Application of Proceeds..................................................    24 
Dilution.................................................................    25 
The Company..............................................................    35 
Management...............................................................    37 
Litigation...............................................................    37 
The Company's Property...................................................    37 
Securities Ownership of Certain Owners and the                                  
       Principal Shareholders...........................................    37
Management's Discussion and Analysis of Financial                               
       Condition and Results of Operation...............................    38
Certain Provisions of Florida Law and of the Company's Articles                 
       of Incorporation and Bylaws......................................    41
Absence of Current Public Market.........................................    41 
Description of Stock.....................................................    41 
Subscription Procedure...................................................    42 
ERISA Considerations.....................................................    42 
Legal Matters............................................................    42 
Experts..................................................................    42 
Available Information....................................................    43 
Index to the Financial Statements........................................    F-1

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PROSPECTUS SUMMARY

The  following is a summary of the  information  contained  in this  prospectus.
Before making any  investment,  you should  carefully  consider the  information
under the heading "Risk Factors." These shares may be sold at any time after the
Company  has sold the  minimum  number of shares  offered.  Until such time as a
market is created,  the selling  shareholders will sell at the same price as the
Company  will.  Therefore,  the Company does not believe this will  undercut the
selling price at which the Company is offering shares;  however the Company will
not benefit from such sales and if there is only a limited  market,  the Company
may not be able to sell its shares above minimum as well. However, once a market
is created,  if at all, selling  shareholders will sell at market,  which may be
below the Company's selling price. In that event, sales by selling  shareholders
may undercut  the  Company's  sales.  The Company has no  arrangements  with the
selling shareholders with regard to concurrent selling.                         

The Company    Smart  Technology,  Inc. was  incorporated  in Florida on May 14,
               2001 and has completed the acquisition of an operating subsidiary
               with business operations,  revenues and profits. The acquisition,
               IRISIO SARL,  a French  limited  liability  company was formed in
               2001.  Our  objective  is to sell  and  distribute  GPS  tracking
               devices  primarily  to  the  professional  market  with  Internet
               support and mostly  through a  large-scale  distribution  network
               (yet to be  established)  and direct sales to large corporate and
               public service accounts in negotiation. We also have finalized an
               exclusive distributorship agreement with one of the manufacturers
               of  hardware  in GPS  tracking  technology,  GAP  AG,  a  company
               organized under the laws of the Federal Republic of Germany.  The
               website of our new subsidiary  Irisio,  www.irisio.com,  presents
               our  products  and their  specifications.  The  website  of Smart
               Technology,  Inc.,   www.smarttechno.com,   reflects  the  recent
   changes in our product make-up and business strategy.

               We are a new company organized by Marc Asselineau, our President,
               Bernard  Bouverot,  our  Secretary and Jean Michel Gal, our Chief
               Financial  Officer,  which,  since  the  acquisition  of the  new
      subsidiary has begun initial sales in the French market.

Securities                                                                      
Offered by                                                                      
the Company    Maximum amount of shares offered  ($1,500,000):300,000  shares at
               $5 per  share.  Minimum  amount  of  shares  offered  ($250,000):
50,000 shares at $5 per share.                    

Securities Offered                                                              
by the Selling                                                                  
Shareholders   Up to 555,632 shares at the  conclusion of our minimum  offering.
               They may sell  such  shares  on any  stock  exchange,  market  or
               trading facility on which our shares are traded or quoted or in a
               private  transaction  at a price of $5.00  per  share  until  our
               shares  are  quoted on the Over the  Counter  Bulletin  Board and
               thereafter,  at prevailing market prices or privately  negotiated
               prices. The selling shareholders will have the obligation to sell
               their  shares if they so wish at the same  price as the  offering
               price in this  prospectus of $5 per share.  This  obligation will
               last  until the  Company's  shares  are  traded on the  Over-the-
               Counter  Bulletin  board or  other  markets,  at  which  time the
         selling shareholders shares will be traded at market price.

                                                                               5

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Number of Shares                                                                
Outstanding    We  have  1,155,632   shares  of  our  restricted   common  stock
outstanding prior to this offering.               

Offering                                                                        
Period         We will begin to sell  shares on the date  listed on the cover of
               this prospectus.  Once the minimum $250,000 in shares is sold, we
               will close the escrow account.  If the minimum $250,000 in shares
               is not sold  within 3 months (or up to 180 days if  extended)  of
               the date of this prospectus, we will promptly return all proceeds
to the investors without interest.                

Proceeds                                                                        
Held           Proceeds  from  these  sales  will  not be paid to us  until  the
               $250,000  minimum in sales is  achieved.  Investors  are reminded
               that, given its duration, investments may be held in escrow until
               the end of our primary offering period. The Company's  management
               has  determined  that  any  amount  received  below  the  minimum
               constitutes  nominal or short term funds as defined by Rule 5-1.1
               of the Rules  Regulating  Trust  Accounts,  Rules  Regulating the
               Florida  Bar.  Therefore,  under the  Interest on Trust  Accounts
               (IOTA) Program,  any interest earned will benefit the Florida Bar
Foundation.                                       

Investor                                                                        
Requirements   You must  meet  certain  requirements  in order to  purchase  the
               shares offered pursuant to this prospectus.  You must indicate in
               the Subscription Agreement that you have either a net worth of at
               least $100,000  (exclusive of home,  furnishings and automobiles)
           and an annual adjusted gross income of not less than $25,000.

Minimum                                                                         
Subscription   The minimum purchase is $2,500.                                  

Risks and                                                                       
Conflicts                                                                       
Of Interest    This  investment  involves  substantial  risks due in part to the
               costs  which we will incur and the highly  speculative  nature of
               our  contemplated   distribution  networks,   which  include  the
               Internet and GPS tracking  devices  business.  Risks  inherent in
          investing in our company are discussed under "Risk Factors".

Plan of                                                                         
Distribution   The shares are being offered on a self-underwritten basis by Marc
               Asselineau,  our President,  Bernard Bouverot,  our secretary and
Jean Michel Gal, our Chief Financial Officer.     

               The  selling  shareholders  may sell up to 555,632  shares at the
conclusion of our primary offering.               

Application                                                                     
of Proceeds    The  proceeds of the offering are expected to be used to continue
               business operations and expand the scope of the business.  In the
               event we receive  more than the  $250,000  minimum,  we intend to
               spend more on promotion and marketing in order to accelerate  our
commercial results in the market.                 

                                                                               6

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SUMMARY FINANCIAL DATA

The following is a summary of the financial data  contained in this  prospectus.
This information  reflects our operations for the six months ended June 30, 2003
on an unaudited basis.                                                          

                  Period Ended
                 June 30, 2003
           -------------------
Current assets                                $188,112                          
Non-current assets                              35,069                          
Current liabilities                             13,309                          
Gross Revenues                                 102,613                          
Gross Profit                                    35,602                          
Loss from continuing operations             ($303,470)                          
Net loss                                    ($305,068)                          

RISK FACTORS

We are a new development stage company. Before making an investment,  you should
consider carefully, among others, the following risk factors.                   

1. The Offering Price Was Determined  Arbitrarily and is in Excess of the Actual
Net Tangible Book Value; Subscribers Of Shares in This Offering Will Pay A Price
Per Share That Substantially Exceeds the Value of Our Assets. Our common stock's
price  per  share  in this  offering  has  been  determined  arbitrarily  by Mr.
Asselineau,  Mr.  Bouverot and Mr. Gal and bears no  relationship to our assets,
book value or net worth. Hence,  subscribers of shares in this offering will pay
a price per share  that  substantially  exceeds  the value of our  assets  after
subtracting  liabilities.  Very  specifically,  investors in the  offering  will
contribute  22.2% of our total funding at the $250,000 minimum but will only own
4.2% of the equity outstanding (increasing at the $1,500,000 maximum offering to
66.2% of total funding while owning 20.7% of the equity outstanding).           

2. There is Currently No Public Market for Our Shares;  Absence of Such a Market
Will  Result in Lower  Priced  Shares  and Make the  Shares  More  Difficult  to
Re-sell.  There is currently no public market for our shares of common stock. It
is possible  no market will  develop.  If a market for our shares  develops,  it
might not  continue.  If an active  public  market  does not  develop  or is not
maintained,  the market  price and  liquidity  of the  shares  may be  adversely
affected.  Consequently,  if you choose to  purchase  shares as a result of this
offering,  you may not be  able  to  re-sell  your  shares  in the  event  of an
emergency or for any other reason.  Also, the shares may not be readily accepted
as  collateral  for a loan.  Accordingly,  you should  consider  the purchase of
shares only as a long-term investment.                                          

3. If We Receive  Significantly Less Than the $250,000 Minimum,  We May Not Have
the Funds to  Commence  or  Continue  With Our  Operations.  While we believe we
require only $150,000 to begin operations, without an infusion of the minimum of
this  offering,  that is $250,000 in capital or profits,  we do not expect to be
able  to  continue  doing  business  after  12  months  from  the  date  of this
prospectus.  We do not  expect  to  receive  additional  revenues  until  we can
successfully implement our business plan and we do not currently have sufficient
capital to achieve our objective.                                               

                                                                               7

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4. We are a New  Company  Lacking in  Personnel,  Equipment  and Client  Base in
Addition to Being Subject to Cash Shortages;  In Acquiring and Maintaining these
for Day-to-Day Operations,  We May Not Be Able to Sustain a Business Even If the
Minimum Offering is Achieved.  We are in the early stage of development and have
a limited net worth and business  operations.  We have been  conducting  limited
business to-date including  fund-raising and organizational  activities,  market
and product research,  acquisitions and design of our introductory website. As a
new  enterprise,  we are  under-capitalized  and subject to cash  shortages  and
limitations  with  respect  to  personnel,  technological,  financial  and other
resources as well as lack of a significant  client base and market  recognition,
most of which are beyond our control.  Because of these factors,  our activities
may not attain  the level or  recognition  and  acceptance  necessary  for us to
become a viable GPS tracking business.                                          

5.  Since  the  acquisition  of our  operating  subsidiary,  We  Currently  Have
Operating  History or  Revenues  with which to  Conduct  Business;  If We Cannot
Generate  Operating  Revenues  Sufficient  To  Cover  Expense,  We Will  Have To
Discontinue  Operations.  To date,  only our  subsidiary has begun product sales
and, accordingly, we have indirectly received operating revenues or earnings. As
of December 31, 2001, we had assets totaling $306,000, mainly consisting of cash
from  subscriptions  for our common stock and as of December 31, 2002,  we had a
total of $309,863 in assets from the same source.  Our success is dependent upon
obtaining additional  financing from our intended  operations,  placement of our
equity and from third party  resources.  Our marketing  success depends upon our
ability to  generate  sufficient  sales to enable us to  continue  our  business
operations.  In the event we cannot generate  operating  revenues  sufficient to
cover expenses, we will have to discontinue operations.                         

6. Lack of  significant  Client  Base  Coupled  With  Limited  Funds to  Attract
Customers  May  Cause an  Inability  to  Attract  Enough  Clients  to  Remain in
Business.  We currently have a limited customer base and we are not certain that
we will be  successful in obtaining  customers in the future as planned  through
either the use of revenues from our sales,  the use of funds raised by placement
of equity or by the use of funds raised from third party resources. Further, the
funding  currently  available to us will only permit us to conduct business on a
very limited scale.  We may therefore  never generate  enough revenues to market
our GPS tracking  products  sufficient to achieve a  commercially  viable client
base.  In the event we are  unable  to  attract  and  maintain  viable  business
operations, we will have to close our business.                                 

7.  Competition  May Be Too Strong for  Business to Obtain  Enough  Customers to
Continue  Operations.  The GPS  tracking  markets  in which we are  engaged  are
subject  to  vigorous  competition.  Our  competitors  include  other  companies
manufacturing  and using GPS tracking  technology,  wholesale  distributors  and
retail  distribution  companies,  many of which  are  larger  and  have  greater
financial  and  marketing  resources  than  we do.  To  the  extent  that  these
competitors  introduce  competitive  products  into the market and  aggressively
protect their existing  market share through  reduction of pricing and providing
other purchasing incentives to our targeted customers,  our financial condition,
results of operations  or cash flows could be adversely  and seriously  affected
causing us to have to cease operations.                                         

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8. Mr. Asselineau, Mr. Bouverot and Mr. Gal are currently our only employees and
they are solely  responsible for building our client base and setting  alliances
necessary  for the  business to continue;  especially  since we have no contract
with any of them, the inability to retain Mr.  Asselineau,  Mr. Bouverot and Mr.
Gal would result in discontinuance of business operations.  The possible success
of our business  initially is entirely  dependent upon the continued services of
Mr. Asselineau, Mr. Bouverot and Mr. Gal, our Chief Financial Officer who joined
us in  October  2002.  They  each  expect  to  devote  only the time and  effort
necessary  to perform  their  responsibilities  as sole  executive  officers and
directors, which will require not less than an average of 2 weeks per month at a
rate of 50 hours  per week at least  for the  earlier  of the  first 6 months of
development or until the minimum offering is reached.  After the first 6 months,
or once the minimum is reached,  Mr.  Asselineau,  Mr.  Bouverot and Mr.Gal will
devote  full  time to  Smart  Technology  at a rate of 50  hours  per  week.  We
presently  hold no  key-man  life  insurance  on either  Mr.  Asselineau  or Mr.
Bouverot and have no employment contract or other agreement with them. Since Mr.
Asselineau,  Mr. Bouverot and Mr.Gal are currently the only employees,  we would
have to  discontinue  operations  if we were not  able to  retain  at least  Mr.
Asselineau or Mr. Bouverot or Mr. Gal or if replacements could not be found.    

9. Mr. Asselineau,  Mr. Bouverot and Mr. Gal May Have Insufficient Experience to
Maintain the Alliances Necessary for This Business to Succeed. Although each has
little experience in GPS tracking marketing or sales experience in GPS tracking,
it is critical to our commercial viability that Mr. Asselineau, Mr. Bouverot and
Mr. Gal are able to use their networking abilities, past business experience and
general  salesmanship  to ensure our  ability to achieve a  commercially  viable
market  share  of the GPS  tracking  business.  Given  their  lack  of  specific
experience, we are not certain Mr. Asselineau,  Mr. Bouverot and Mr. Gal will be
able to  successfully  solicit and  maintain  adequate  strategic  alliances  to
provide us with the products and services we need to conduct business.          

10. Self-Underwritten  Offering Made by Principals Who Have No Prior Experience;
Principals May Not be Able to Sell Shares.  Because there is no firm  commitment
for the purchase of shares,  we may not be able to sell the  necessary  $250,000
minimum. No underwriter,  placement agent or other person has contracted with us
to purchase or sell any of the shares offered. Accordingly, no commitment exists
by anyone to purchase any shares and,  consequently,  we may not be able to sell
any of the shares  offered.  In fact, the risk is greater in this case since Mr.
Asselineau,   Mr.  Bouverot  and  Mr.  Gal  have  not  previously   conducted  a
self-underwritten  offering  (meaning  an  offering  made  without  the  use  of
broker-dealers).                                                                

11. Investors Will not have Access to the Funds Paid for their Shares During the
Three to Six Months of This  Initial  Offering.  We are  endeavoring  to sell at
least  $250,000  worth of  shares.  We may not be able to achieve  this  minimum
amount within the 3 to 6 months  allotted for this initial  offering.  Investors
purchasing  shares will not have  access to the money paid for the shares  until
the  initial  offering  period has ended,  up to 6 months  from the date of this
prospectus.                                                                     

12.  Operational  Costs May Have Been Under Estimated or There May be Unforeseen
Costs  Which  Could  Significantly   Increase  The  Need  for  Additional,   but
Unavailable  Funds;  Lack of Additional Funds Could Affect Our Ability to Remain
in Business.  If we have  incorrectly  estimated  the costs for  establishing  a
client  base or for  obtaining  a  substantial  volume of sales,  we may  expend
significantly  more funds  than  anticipated  without  expanding  the  business.
Moreover,  we could encounter costs not currently foreseen.  In either event, we
would not be able to continue operations,  as projected, and would have to close
the business.                                                                   

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13. Management May Use Proceeds in Ways That Vary from Those Described Including
Ways Which  Could  Have an  Adverse  Effect on Our  Profitability.  The  amounts
discussed in the "Application of Proceeds"  section indicate the proposed use of
proceeds  from  this  offering.  However  and due to  unforeseen  circumstances,
management  may determine the  necessity to change the  application  of proceeds
necessary in their opinion in order to adjust to these unforeseen circumstances.
The net  result is that the use of funds may vary from the usage  stated in this
prospectus  without  consent from the investors.  These  decisions could have an
adverse effect on our profitability.                                            

RELATED-PARTY TRANSACTIONS

The following inherent or potential  conflicts of interests should be considered
by prospective investors before subscribing for shares:                         

Existing Ownership of Shares by Principals                                      

Owner                     Date Issued   No. of Shares    Notes                  
------------------------- ------------ --------------- ------------------------ 
Marc Asselineau           May 14, 2001   600,000        Issued for founder      
President and Director                                  services valued at $60  

Bernard Bouverot              N/A          -0-                                  
Secretary and Director                                                          

Jean Michel Gal               N/A          -0-                                  
Chief Financial Officer                                                         

Mr. Asselineau,  Mr. Bouverot and Mr. Gal are acting as issuer-agents in selling
our shares in this self-underwriting.  Since Mr. Asselineau will not be offering
any of his shares during the contemplated  secondary component of this offering,
and Mr.  Bouverot and Mr. Gal own no shares,  neither will have a conflict in so
acting.                                                                         

We have no plans to issue any additional  securities to  management,  promoters,
affiliates or  associates at the present time. If the Board of Directors  adopts
an  employee  stock  option or  pension  plan,  we may issue  additional  shares
according to the terms of this plan.                                            

Business with Affiliates                                                        

We have only done  business in our opinion with  affiliates at the prices and on
terms comparable to those of non-affiliates. The Board of Directors must approve
any related party contract or transaction.                                      

At  inception,  we issued  600,000  shares  of  restricted  common  stock to Mr.
Asselineau  valued at $60 in  consideration  of services  rendered in connection
with  the  organization  of  Smart  Technology.  The  services  provided  by Mr.
Asselineau  included,  but were not limited to,  preparation  of the Articles of
Incorporation,  the Bylaws,  determination of the application of various Florida
statutes,  assistance with the preparation of the business plan, consultation on
the website  design and review and  analysis of the  financial  requirements  of
Smart Technology.  Based on the fact that these shares were granted at inception
when there was no market at all for our shares,  we believe  that this  issuance
and the valuation are fair.                                                     

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We do not intend to use the proceeds  from this offering to make payments to any
promoters,  management  or any of their  affiliates  except as future  salaries,
benefits and out of pocket expenses.  We have no present  intention of acquiring
any assets of any promoter,  management or their  affiliates or  associates.  In
addition,  we have no current plans to acquire or merge with any business  which
our  promoters,  management  or their  respective  affiliates  have an ownership
interest.   Although  there  is  no  present   potential  for  a  related  party
transaction,  in the event that any  payments  are to be made to  promoters  and
management,  this  information  will be  disclosed  to the  shareholders  in our
periodic reports that we will file under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").                                                   

There are no arrangements or agreements between non-management  shareholders and
management  under which  non-management  shareholders may directly or indirectly
participate in or influence company affairs.                                    

FIDUCIARY RESPONSIBILITY OF THE COMPANY'S MANAGEMENT

Our  counsel  has  advised us that we have a  fiduciary  responsibility  for the
safekeeping  and use of all company  assets.  Management is  accountable to each
shareholder  and required to exercise good faith and  integrity  with respect to
its affairs.  For example,  management  cannot commingle the Company's  property
with the property of any other person,  including  that of any current or future
member of management.                                                           

According  to  federal  and  state  statutes,   including  the  Florida  General
Corporation  Law,  shareholders  in a corporation  have the right to bring class
action suits in federal court to enforce  their rights under federal  securities
laws.  Shareholders who believe that our management may have violated applicable
law  regarding  fiduciary  duties  should  consult  with their own counsel as to
counsel's evaluation of the status of the law at that time.                     

SELLING SHAREHOLDERS

The shareholders listed below are offering a total of 555,632 shares in addition
to the up to  300,000  shares  we  are  selling.  The  shareholders,  not  Smart
Technology, will receive the proceeds from the sale of their individual shares. 

Neither Mr.  Bouverot  nor Mr. Gal own any shares in our  company.  Although Mr.
Asselineau  owns  shares,  he will not be offering  any of his shares under this
prospectus. None of the selling shareholders have held a position, office or had
any other material  relationship with the company since inception.  Each selling
shareholder may offer all, some or none of the common stock they own.           

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                                                    Maximum         Total Shares
                             Total of Shares   Amount of  Shares   Owned After
Name                              Owned         Which May Be Sold     Offering  
--------------------------   ---------------    ------------------- ------------
Jean Claude Battier                100                 100               0      
La Pas                                                                          
Puy Guillaume                                                                   
632900 France                                                                   

Paul Bernaerts                   3,333               3,333               0      
6 Avenue Des Citronniers                                                        
Monaco 98000                                                                    

J Borg                           1,624               1,624               0      
Toulours Patrick Brydon St.                                                     
St. Julians SNJ 10 Malta                                                        

Borrot, Julien                     500                 500               0      
29 Rue de la Verriere                                                           
Puy Guillaume                                                                   
632900 France                                                                   

Michel Boussy                    2,252               2,252               0      
1 Quarter Rue Chateaubriand                                                     
Chamalieres, France 63400                                                       

J J Boyer                        5,000               5,000               0      
Schottenfeldgasse 62/18                                                         
1079 Wein Austria                                                               

Robert Chantelot                 2,780               2,780               0      
1109 Rue Marechal Foch                                                          
Riorges, France 42153                                                           

Monique Chardon                    100                 100               0      
Etang de Malfocet                                                               
Arronnes                                                                        
03250 France                                                                    

Reber Colquhoun                  3,100               3,100               0      
Grenzweg, Switzerland 6003                                                      

Pierre Combe                     2,703               2,703               0      
34 Rue Sous Les Vignes                                                          
D'Artiers, France 63430                                                         

Jean Jacques Combemorel         14,577              14,577               0      
8 Rue De L Enfer                                                                
Chappes, France 63720                                                           

Jean Claude Combris              2,800               2,800               0      
Suc De Livinhac                                                                 
Yssingeaux, France 43200                                                        

Joseph De Clercq                 3,334               3,334               0      
Dwarsdreef 1                                                                    
Schilde, Belgium 2970                                                           

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Robert De Greef                  3,821               3,821               0      
63410 Charbonnoeres                                                             
Les Vielles, France                                                             

Hazel Dekker                     3,334               3,334               0      
Schoolstraat 2                                                                  
Schilde, Belgium 2970                                                           

Christophe Delpouget             6,427               6,427               0      
10 Rue Fusille De Chateaubriant                                                 
Apt. D01                                                                        
94430 Chennevieres Sur Marne, France                                            

DMI Joaillerie Paris                                                            
Control persons Mr. Mahmoud Hamza                                               
and Jean-Luc Matte              84,851              66,851          18,000      
95 Rue La Boetie                                                                
Paris, France 75008                                                             

Etienne Norbert                  5,158               5,158               0      
Chemin De Verguieres                                                            
Les Moulins Blancs                                                              
63200 Malauzat, France                                                          

Paul Firbal                     16,631              16,631               0      
2 Rue Du Theatre                                                                
15100 St. Flour, France                                                         

Hugo Fransen                     4,950               4,950               0      
De Loock 19                                                                     
2970 Schilde, Belgium                                                           

Xavier Gasc and                  6,667               6,667               0      
Domaine Du Bois Dieu                                                            
28 Chemin Du Vieux Bourg                                                        
Lissieu, France 69380                                                           

Goncalves J                      2,992               2,992               0      
R. Da Fisica 64 3D                                                              
2870 Montijo, Portugal                                                          

H Green                          1,000               1,000               0      
12 Zalman Shnear                                                                
47239 Ramat Hasharon, Israel                                                    

Julien Gresillon                  2,740              2,740               0      
1 Impasse De Pralong Varennes                                                   
63450 Chanonat, France                                                          

Daniel Grousson                   2,780              2,780               0      
114 Rue Sibert                                                                  
Saint Chamond, France                                                           

Daniel Guerin                     3,560              3,560               0      
1 Impasse De Pralong                                                            
63450 Varennes, France                                                          

Eddy Guilmin                      7,000              7,000               0      
Wouwersdreef 34                                                                 
2900 Schoten, Belgium                                                           

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Gsell Hans                        2,000              2,000               0      
Howieslster 1 CH 8903                                                           
Birmesndorf, Switzerland                                                        

Herve Jammes                        845                845               0      
1 Bis Rue Pasteur                                                               
77150 Lesigny, France                                                           

Marie Louise Janssens             5,000              5,000               0      
Beatryslaan 10 Bus 1                                                            
2050 Antwerpen, Belgium                                                         

Kalgar Ltd.                                                                     
Control person: Mr. Marcus Khoon 14,970             14,970               0      
26 Alcharizi                                                                    
91242 Jerusalem, Israel                                                         

KK Keller                         4,969              4,969               0      
Fochenmattweg 8                                                                 
8624 Gruet, Switzerland                                                         

Nathalie Leclerc                  2,816              2,816               0      
170 Bd. Lafayette                                                               
63000 Clermont Ferrand, France                                                  

Guillaume Lucot                   2,223              2,223               0      
Ecu De France                                                                   
1 Avenue Joseph Afid                                                            
63130 Royat, France                                                             

Dominique Marconnet               3,120              3,120               0      
11 Montee Coupe Jarret                                                          
38200 Vienne, France                                                            

Matthews Morris, Inc.                                                           
Control person:                                                                 
Mr. Christophe Giovanetti       100,000            100,000              0       
414 rue St Honore                                                               
75008 Paris                                                                     

Jean Michel Maussang              2,817              2,817              0       
10 Bd. Des Rossignols                                                           
03700 Bellerive Sur Allier, France                                              

Nelly Meunier                     4,992              4,992              0       
6 Rue Lily Jean Laval                                                           
03100 Monylucon, France                                                         

Marc Missoten                     3,500              3,500              0       
Se Thesisibstraat 42                                                            
2600 Berchkn, Belgium                                                           

Sahlani Mohamad                  10,828             10,828              0       
Niavaranstreet Tehran, Iran                                                     

Salleh Mohamad                      789                789              0       
MSM International                                                               
P.O. Box 428                                                                    
Yishun Central Post Office,                                                     
Singapore 917614                                                                

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Christophe Mongin                 2,780              2,780              0       
6 Impasse Du Pave                                                               
63200 Marsat, France                                                            

Philippe Notton                   5,480              5,480              0       
60 Rue Du Mouldin D'Eau                                                         
63200 Riom, France                                                              

Suzanne Ollieux                   5,000              5,000              0       
Buitenland 10                                                                   
2880 Bornem, Belgium                                                            

Jean Michel Perronnet             2,740              2,740              0       
1 Rue Fernand Raynaud                                                           
63000 Clermont Ferrand, France                                                  

Jacques Planeix                  12,765             12,765              0       
Place Du Chaume                                                                 
63114 Montpeyroux, France                                                       

Marcel Planeix                    4,506              4,506              0       
1 Rue Fernand Raynaud                                                           
63000 Clermont Ferrand, France                                                  

Pascal Rinderknech                1,540              1,540              0       
247 Rue Diderot                                                                 
94300 Vincennes, France                                                         

Isabelle Rivat                    5,520              5,520              0       
4 Rue Du Pilat                                                                  
42400 St. Chamond, France                                                       

Jean Paul Rivat                   2,800              2,800             0        
Route De Fouay                                                                  
424000 Saint Chamond, France                                                    

Joseph Robert                     12,649             12,649            0        
2 Rue De La Fontbonnette                                                        
03800 Jenzat, France                                                            

Francois Roche                     2,250              2,250            0        
7 Rue Des Ouches                                                                
03630 Desertines, France                                                        

Christian Roure                   10,959             10,959            0        
Marcieux 42740                                                                  
St. Pail En Sarez, France                                                       

Marc Salomon                      10,138             10,138            0        
1Alle Du Rond Point                                                             
42100 Saint Etienne, France                                                     

Manuel Sandoval                    5,480              5,480            0        
152 Chemin Du Brochez                                                           
69250 Montanay, France                                                          

Rene Sargent                       2,856              2,856            0        
2 Rue Du 19 Mars                                                                
1962-42270 St. Priest En Jarez,                                                 
France                                                                          

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Jacqui Simon                       2,816              2,816            0        
47 Bd. Normandie Niemen                                                         
42100 St. Etienne, France                                                       

Laurence Tessier                   2,740               2,740           0        
3 Rue De La Chance                                                              
42100 St. Etienne, France                                                       

Ong Kian Theng                     5,000               5,000           0        
N 17 Jalan Sahabat                                                              
548631 Singapore                                                                

Eloi Tichit                        4,507               4,507           0        
48700 St. Denis, France                                                         

Jean Pierre Tixier                 2,512               2,512           0        
19 Route De Limoges La Bataque                                                  
63870 Orcines, France                                                           

Adolph Tony                        5,826               5,826           0        
Heimstaettenstrasse 11                                                          
80805 Munich, Germany                                                           

Joseph Trebuchon                  11,037              11,037           0        
27 Rue Pelissier                                                                
63100 Clermont Ferrand, France                                                  

Raymond Trebuchon                 22,536              22,536           0        
48700 Saint Denis, France                                                       

K Tsatsaronis                      2,080               2,080           0        
St. Alban Vorstad                                                               
CH 4052                                                                         
Basel, Switzerland                                                              

Georges Vachon                      2,740              2,740          0         
50 Avenue Julien                                                                
63000 Clermont Ferrand, France                                                  

Valcourt, Giles                       100                100          0         
31 Route de Bordeau                                                             
63870 Orcines, France                                                           

Roger Van De Maele                  5,000              5,000          0         
Kwaebrug 21                                                                     
8510 Bellegem, Belgium                                                          

Eric Warin                          1,667              1,667          0         
4 Rue Des Vignes                                                                
Aigueperse, France 63260                                                        

Robby Vermeesch                     6,667              6,667          0         
De Spildoren 17                                                                 
2970 Schilde, Belgium                                                           

Brigitte Weis                       2,260              2,260          0         
12 Rue Des Bruyeres                                                             
42580 La Tour En Jarez, France                                                  

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Patrick Witz                        2,780              2,780          0         
Grandeyrolles                                                                   
63320 Champeix, France                                                          

Michael Zimberg                     2,780              2,780          0         
Lot De La Garenne                                                               
42230 Roche La Moliere, France                                                  

Alain Zorian                       10,959             10,959          0         
Cours Fauriel                                                                   
42000 Saint Etienne, France                                                     

Josette Andrivon                      183                183          0         
Rue de la Croix Carcan                                                          
03420 Marcilt, France                                                           

Pierre Aurand                         400                400          0         
Les Jacquets                                                                    
03200 Abrest France                                                             

Suzanne Besson                        700                700          0         
94 Route Nationale                                                              
03800 Le Mayet, France                                                          

Alan Bouchet                          100                100          0         
Le Pont                                                                         
07310 Arcens, France                                                            

Roger Bouchet                         100                100          0         
Le Pont                                                                         
07310 Arcens, France                                                            

Josette Briquet                       610                610          0         
30 Cours Gay Lussac                                                             
87000 Limoges, France                                                           

Chantel Crocombette                 1,220              1,220          0         
31 Bix Route de                                                                 
63350 Maringues, France                                                         

Georges Crouchon                      100                100          0         
La Demoiselle                                                                   
03150 St Gerand, France                                                         

Raymonde Dizier                     1,100              1,100          0         
10 rue Charels Spencer                                                          
18000 Bourges, France                                                           

Jean Pierre Dubost                    600                600          0         
25 Route de Clermont                                                            
63350 Maringues, France                                                         

Sylvain Duiouya                       700                700          0         
5 Cours Croix de Bois                                                           
18000 Bourges, France                                                           

Herve Dupanier                        120                120          0         
5 rue de Normandie                                                              
03200 Vichy, Italy                                                              

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Albert Gaborieu                     1,400              1,400          0         
17 Terrasse de Serv                                                             
Montagne S Sevre, France                                                        

Roger Odette Gay                      300                300          0         
les Regereaux                                                                   
03200 Abrest, France                                                            
Jacques Giraud                        600                600          0         
17 rue Sufren                                                                   
66420 Le Barcares, France                                                       

Beatrice Goutorbe                   1,000              1,000          0         
158 rue Fernand Lafayette                                                       
03300 Cusset, France                                                            

Murielle Grussenmeyer                 800                800          0         
26 rue Victor Bash                                                              
93420 Thiais, France                                                            

Phillippe Grussenmeyer                700                700          0         
9 reu de Chat                                                                   
18510 Mentou Sal, France                                                        

Arlette Guichon                       150                150          0         
16 Route du Pry de Dome                                                         
63310 Les Gays, France                                                          

Patrick Guillin                       150                150          0         
15 rue des Portes                                                               
Clermont Ferrand, France                                                        

Jean Pierre Henon                     950                950          0         
150 ave de Vichy                                                                
03200 Abrest, France                                                            

Maurice Henriot                       200                200          0         
43 Route de Moulins                                                             
03340 Bessay Sur, France                                                        

Catherine Irles                       300                300          0         
rue de la Jonchere                                                              
63290 Limons, France                                                            

Jean Claude Irles                     400                400          0         
rue de la Jonchere                                                              
63290 Limons, France                                                            

Christian Martin                      800                800          0         
la Chaume                                                                       
18600 Sancoins, France                                                          

Bernard Millet                        200                200          0         
le Moulin de Retour                                                             
63310 Mons, France                                                              

Paulette Monnot                     1,006              1,006          0         
41 Blvd Exelmans                                                                
75016 Paris, France                                                             

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Nicole Pontiggia                      633                633          0         
Centre Hospitalier Blvd                                                         
03201 Vichy Cede, France                                                        

Pierre Pagnon                         448                448          0         
35 bis Chemin du Boudy                                                          
Charbonnierres, France                                                          

Jean Pierre Potier                  1,109              1,109          0         
allee Banville Chemin                                                           
03400 Yzeure, France                                                            

Pierre Seguin                         500                500          0         
1 allee du Moulin                                                               
Pont du Chateau, France                                                         

Semillon, S.A                                                                   
Control Person  Serge Atlan        18,000             18,000          0         
39 ave Monterey BP                                                              
L1010, Luxembourg                                                               

Jean Pierre Sergere                   300                300          0         
32 rue du Franconin                                                             
63310 St Sylvester, France                                                      

Jean Sigaud                           200                200          0         
les Saignes                                                                     
63310 Mons, France                                                              

Pierre Sigaud                         200                200          0         
11 rue Alphonse Daudet                                                          
84230 Chateauneu, France                                                        

Colette Soumaire                      900                900          0         
12 rue du Presbytere                                                            
03460 Villeneuve, France                                                        

Yannick Veniat                        400                400          0         
le Grand Champ                                                                  
03460 Bagneux, France                                                           

Yves Veniat                           600                600          0         
le Grand Champ                                                                  
03460 Bagneux, France                                                           

Frederic Virrion                    1,000              1,000          0         
9 rue de Montijuzet                                                             
63100 Clermond Ferrand, France                                                  

TOTAL:                            555,632 shares                                

(1)  Each of these selling  shareholders,  with the exception of DMI  Joaillerie
     Paris and  Matthews  Morris,  Inc.  owns less than 5% percent of our common
     shares.  Mr.  Asselineau,  who owns  52.91% of the issued  and  outstanding
shares will not participate as a selling shareholder in this offering.

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PLAN OF DISTRIBUTION

This is a self  underwriting  made  through  our  officers  and  directors,  Mr.
Asselineau,  Mr.  Bouverot  and Mr.  Gal.  To act in such  capacity  for us, Mr.
Asselineau,  Mr.  Bouverot and Mr. Gal must be registered as  broker/dealers  or
must be exempt from such registration.  We believe Mr. Asselineau,  Mr. Bouverot
and Mr.  Gal are  exempt  from  registration  as  broker  dealers  by  virtue of
compliance  with Rule  3a4-1 of the  Exchange  Act,  as they meet the  following
conditions:                                                                     

(1)  They are not subject to statutory disqualification.                        
(2)  They will not be compensated in connections with their participation by the
     payment of  commissions  or other  remuneration  based  either  directly or
indirectly on transactions in securities.                             
(3)  They  are  not  and  will  not be at the  time of  their  participation  an
associated person of a broker dealer.                                 
(4)  They meet the requirements of Rule 3a4-1(1)(4)(iii).                       

We are not offering these  securities  through an underwriter and therefore,  no
discounts or commissions will be allowed to dealers. Held Proceeds from the sale
of  shares  by us will  not be paid  until  the  $250,000  minimum  in  sales in
achieved.  In the event that the  minimum  is not  reached  during the  offering
period, the funds,  without interest will be promptly returned to the investors.
This  offering  shall  be for a  period  of 3  months  from  the  date  of  this
prospectus,  unless  extended,  but in no event for more than 180 days from such
date.                                                                           

The selling  shareholders may effect the distribution of up to 555,632 shares in
one or more  transactions  that may take place  through block trades or ordinary
broker's  transactions,   or  through  privately  negotiated  transactions,   an
underwritten  offering,  or a  combination  of any such  methods of sale.  These
shares may be sold at any time after the Company has sold the minimum  number of
shares offered. The selling shareholders are offering at minimum a percentage of
shares equal to 37.24%, and are offering at maximum a percentage of shares equal
to 45.10%. Until such time as a market is created, the selling shareholders have
the option to sell at the same price as the Company will ($5.00). Therefore, the
Company  does not believe  this will  undercut  the  selling  price at which the
Company is offering shares; however the Company will not benefit from such sales
and if there is only a limited  market,  the Company may not be able to sell its
shares  above  minimum as well.  However,  once a market is created,  if at all,
selling shareholders who have chosen not to sell previously at $5 per share will
base their sales upon market  price,  which may be below the  Company's  selling
price. In that event,  sales by selling  shareholders may undercut the Company's
sales. The Company has no arrangements with the selling shareholders with regard
to concurrent selling.                                                          

The   selling   shareholders   and  any  of   their   pledges,   assignees   and
successors-in-interest  may, from time to time, sell any or up to 555,632 shares
of their common stock on any stock exchange, market or trading facility on which
our shares are traded or quoted or in a private  transaction at a price of $5.00
per  share  until our  shares  are  quoted  on the  OTCBB or on any other  stock
exchange and  thereafter  at prevailing  market  prices or privately  negotiated
prices.  The selling  shareholders may use one or more of the following  methods
when selling shares:                                                            

-    Ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;                                                  
-    Block trades in which the  broker-dealer  will attempt to sell as agent but
     may position and resell a portion of the block as a principal to facilitate
the transaction;                                                      
-    Purchase by a  broker-dealer  as principal and resale by the  broker-dealer
for its account;                                                      
-    An exchange  distribution  in accordance  with the rules of the  applicable
exchange;                                                             
-    Privately negotiated transactions;                                         

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-    A  combination  of any such  methods  of sales;  and/or - Any other  method
permitted pursuant to applicable law.                                 

If for any  reason a selling  shareholder  is not able to sell his or her shares
under this  prospectus,  then such selling  shareholder also may sell his or her
shares under Rule 144 of the Act,  rather than under this  prospectus.  Rule 144
provides for the sale by each person of one percent (1%) of the Company's issued
and  outstanding  stock each quarter  after a period of one (1) year has elapsed
from the date of  acquisition  of such shares  either from the Issuer or from an
affiliate of the Issuer.  The seller must comply with certain  requirements such
as the filing of Form 144 with the SEC, sale only in a broker's  transaction and
the Issuer must have  current  public  information  available at the time of the
sale.  After a period of two (2) years has elapsed since the date of acquisition
of the shares from the Issuer or an affiliate of the Issuer,  nonaffiliates  may
apply to have the Rule 144 legend  removed from their  shares,  thus freeing the
shares from the restrictions of the rule, under Rule 144(k).                    

Selling  shareholders  may pay usual and  customary or  specifically  negotiated
brokerage fees or commissions in connection such sales.                         

The aggregate  proceeds to the selling  shareholders from the sale of the shares
will be the purchase price of their Smart Technology  common stock sold less the
aggregate agents' commissions and underwriters'  discounts,  if any. The selling
shareholders  and any dealers or agents that  participate in the distribution of
the shares may be deemed to be "underwriters" within the meaning of the Act, and
any profit from the sale of shares by them and any  commissions  received by any
such  dealers  or  agents  might be  deemed  to be  underwriting  discounts  and
commissions under the Act.                                                      

In order to comply with the securities  laws of certain  states,  if applicable,
the  securities  may be sold only  through  registered  or  licensed  brokers or
dealer.  In addition,  in certain states,  the securities may not be sold unless
they have been  registered  or qualified for sale in such state or any exemption
from such registration or qualification requirement is available and the sale is
made in compliance with these requirements.                                     

 APPLICATION OF PROCEEDS

Net  proceeds  from the sale of the shares of common  stock are  estimated to be
$1,460,000  if the 300,000  maximum  number of shares is sold at $5.00 per share
and $210,000 if only the 50,000  minimum  number of shares is sold.  The Company
will not receive any money from the sales of shares by the selling shareholders.
The  amount of net  proceeds  reflects  the  expected  fixed  cost of $40,000 in
expenses at both the minimum and maximum  offering.  These proceeds will be used
to finance the  expansion  of our  activities  as well as for  general  business
purposes.  In the event only the minimum sales are made, we will concentrate our
efforts primarily on continuing the procedure of patent protection, updating our
website, marketing and distribution activities and salaries. Our patent has been
filed under the title " Device for the Tracking of an Object or an  Individual".
The  patent  process  is  intended  to  protect  the  developments  that we have
performed in the software  interface  necessary for the utilization of HiPer and
HiTrack. Since the patent is not part of the public domain at this stage, and in
order  to  protect  our  intellectual  property,  we need to  keep  its  details
confidential for our protection.                                                

In the event that more than the minimum is sold, we intend to expand operations,
personnel and projects. None of the estimates include income from revenue. While
we anticipate receiving income from our day-to-day  operations,  this income may
not be enough to generate a positive cash flow before  proceeds from the sale of
shares from this offering are expended.                                         

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The following table sets forth the use of the proceeds from this offering:      

 Use of Proceeds (1)(2)(3)
                 Dollar                 Dollar
                                 Amount   Percentage     Amount     Percentage
-----------------------------    --------  ----------    ----------  ---------- 
GROSS PROCEEDS                   $250,000     100%       $1,500,000  100.0%     
Offering Expenses                                                               
Fixed Legal Fees                  $30,000       6           $30,000      2      
Accounting Fees (Estimated)        $5,000       1            $5,000      -      
State Filing Fees (Estimated)      $5,000       1            $5,000      -      

Net Proceeds from Offering       $210,000      92%       $1,460,000     97%     
                   =========                ==========
Fees and Costs for patent,                                                      
copyright and trademark                                                         
registration (4)                    8,400       4            20,000      -      
Research & Development             23,100      11           102,200      7      
Advertising & Promotion             6,300       3            14,600      1      
Marketing                          42,000      20           131,400      9      
Printing & Engraving Expenses       2,100       1            10,000      -      
Salaries (5)                       96,600      46           131,400      9      
Rent                               10,500       5            29,200      2      
General and Administrative          4,200       2           189,800     13      
Working Capital                    16,800       8           831,400     57      
Total Use of Net  Proceeds        $210,000     92%       $1,460,000     97%     

(1) In order to begin our operations, we incurred costs of approximately $25,000
for equipment,  printing and related expenditures paid by Mr. Asselineau and Mr.
Safier,  our former  secretary and Board  member.  We do not intend to reimburse
them for these costs.  The  equipment  included 2 computers,  4 desks and office
supplies.  The printing  involved  design and print  expenses for stationary and
business cards, promotional material for presentation of Smart Technology, print
design  for  prototypes  and  blueprints.   The  related  expenditures  involves
traveling  expenses for Mr.  Asselineau,  mailing expenses related to mailing to
shareholders  and general business  expenses such as telephone,  web hosting and
web design.                                                                     

(2)  Management  has  received  Board's  authority to adjust the use of proceeds
according to the amount of capital  raised in the  offering.  This does not mean
that  management  can change at will the uses of proceeds.  We will abide to the
Use of Proceeds table and intend to spend the amounts indicated in each expenses
category  listed;  however  the  amount  spent  in each  category  will  vary in
accordance with the amount of capital raised.  For instance,  if only 300,000 is
raised,  management  is allowed to spend  $23,100 in Research  and  Development;
however, if $1,500,000 is raised,  management is allowed to spend up to $102,200
in that same category.  For intermediate  amounts of capital raised,  the amount
spent in each  category  of expense  will be adjusted  proportionately.  Working
Capital is used  primarily to finance the timing  mismatch  between  expenses of
Cost of Goods Sold and payment by customers.  The timing mismatch varies from 45
days for domestic sales to as much as 75 days for overseas sales.  Being a young
company,  our  suppliers  require  from us cash on  delivery  for  supplies  and
services and  ancillary  costs that are built-in the selling  price of our goods
and services.  These costs amount to  approximately  80% of our selling price to
our wholesale customers and 50% to our retail customers.  Our customers in turn,
for the most part  large  companies  require  payment  terms from us of 30 to 60
days. When are added the payment terms to the delivery delays from the suppliers
to us and from us to our clients,  to the time necessary to process our supplies
for final sales, the aggregate timing mismatch between payment and receipt is 45
to 75 days depending on destination.                                            

(3) If the minimum offering of $250,000 is achieved, proceeds from this offering
are expected to satisfy our cash requirements for the next 12 months. Therefore,
it will not be necessary to raise  additional  funds in order for us to continue
operations.                                                                     

(4) These fees and costs include  registration  fees,  legal fees and consulting
fees associated with the application process for patent, trademark and copyright
protection.                                                                     

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(5) Currently and until the 12th month following the final closing, our Board of
Directors will authorize all hiring of personnel and  consultants  and decide on
all salaries and retainers. Its decisions will be strongly influenced by optimum
staff  requirements and by the financial  condition of our company.  At the very
least,  we will hire the services of a technology  manager and a sales  manager.
Salaries and retainers, which may be below market conditions initially and until
our company starts meaningful operations,  will not be higher than normal market
conditions.  By this we mean  that our  research  will  indicate  which  average
salaries  correspond to the skill level and the  experience  that we are looking
for in a particular market. For instance, if we look for a secretary in New York
with 10 years of experience and fully conversant with office  software,  we will
access research statistics that will indicate the salary brackets that we should
pay and we will not make an offer that would exceed the average bracket.        

We are not  currently  in  default  or  breach  of any type of  indebtedness  or
financing arrangement. Nor are we subject to any unsatisfied judgments, liens or
settlement  obligations.  However, we may encounter cash flow difficulties while
setting up our business operations.                                             

DILUTION

The  following  table  shows the  percentage  of equity  the  investors  in this
offering  will own  compared to the  percentage  of equity  owned by the present
shareholders and the comparative amounts paid for the shares by the investors as
compared to the total consideration paid by our present shareholders.           

Dilution for $250,000 Offering

Initial public offering price per share                      $5.00   (100.00%)  

Net tangible book value per share before offering            $0.26     (5.20%)  

Increase per share attributable to new shareholders          $0.20     (4.00%)  

Pro forma net tangible book value per share after offering   $0.46     (9.20%)  

Total dilution per share to new shareholders                $(4.54)   (90.80%)  

                   Shares Purchased        Total Consideration     Average Price
               Number        Percent     Amount      Percent       Per Share
               ---------     -------    ----------   -------       ---------
Existing Shares  1,146,819      95.82%      $841,758    77.10%        $0.734    

New Shares         50,000       4.18%        250,000    22.90%        $5.00     

Total            1,196,819    100.00%     $1,091,758   100.00%        $0.912    

Dilution for $1,500,000 Offering

Initial public offering price per Share                      $5.00   (100.00%)  

Net tangible book value per Share before offering            $0.26    (5.20%)   

Increase per Share attributable to new Shareholders          $1.30    (26.00%)  

Pro forma net tangible book value per Share after offering   $1.56    (31.20%)  

Total dilution per Share to new Shareholders                $(3.44)   (68.80%)  

                   Shares Purchased        Total Consideration     Average Price
               Number        Percent     Amount      Percent       Per Share
               ---------     -------    ----------   -------       ---------
Existing Shares   1,146,819     53.14%    $  841,758     13.47%       $0.734    

New Shares          300,000     46.86%     1,500,000     86.53%       $5.00     

Total             1,446,819    100.00%    $2,341,758    100.00%       $1.619    

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 THE COMPANY

Introduction                                                                    

Smart Technology was organized under the laws of Florida on May 14, 2001. We are
a new company  founded by Marc  Asselineau,  our  president and Jamie Safier our
former secretary.  Mr.  Asselineau  serves as director for our company.  Our Web
site is  functional.  Since  our  subsidiary  Irisio is the  distributor  of our
products on behalf of Smart Technology,  our Web site is kept to a minimum.  Its
purpose is simply to establish  marketing support and a simple way for potential
clients to have access to a brief presentation of Smart and a link to the Irisio
Web  site  for  product  information,  pricing  and  conditions.  As we add more
distributors,  a link  will  also be  established  with  them by  territory.  In
addition to the presentation of our company and the description of our products,
our website will provide general  information and information  about the Navstar
Global Positioning  System ("GPS"),  including its history and an explanation of
the  technology.  The website of the operating  company that we have acquired is
already in existence  (www.irisio.com).  Our subsidiary and its General  Manager
have ample contacts in France in the field of distribution of security  devices,
but our distribution network is not yet established.  We hope to have a complete
distribution network,  which we are targeting with 30 distributors in France for
both lines of HiPer and HiTrack by June 2004.  At present,  our company  offices
are located at: 222 Lakeview  Avenue,  PMB 433, West Palm Beach,  Florida 33401.
Our telephone  number is (561)  835-4277.  The offices of our French division is
located in 1000 square feet offices at 414 rue Saint Honore , Paris, France.    

Since  incorporating our company in May 2001, we have conducted initial research
into distribution  opportunities available to manufacturers'  representatives in
general and to startup  entities  with a focus on  distribution  of GPS tracking
devices.  GPS is a constellation of orbiting satellites that provides navigation
data to military and civilian  users all over the world.  The system is operated
and  controlled  by members of the 50th Space Wing,  located at  Schriever  AFB,
Colo.  GPS  satellites  orbit the  earth  every 12  hours,  emitting  continuous
navigation signals.  With the proper equipment,  users can receive these signals
to calculate time, location and velocity. The signals are so accurate,  time can
be figured to within a millionth  of a second,  velocity  within a fraction of a
mile per hour and location to within 100 feet. Receivers have been developed for
use in aircraft,  ships and land vehicles, as well as for hand carrying. The GPS
constellation  is designed and operated as a 24-satellite  system.  GPS tracking
technology  allows the  monitoring of something as it moves from one location to
another.  The theory is simple:  an accessory  houses a GPS transceiver that (a)
receives  location  information from the GPS satellites  orbiting the earth, and
(b)  transmits  it, via radio or cellular  technology,  to a  receiving  station
either at home or a remote monitoring station.  Therefore, in order to have full
tracking  capabilities,  any device must  combine GPS  technology  and  wireless
technology. We purchase exclusively our hardware products HiPer and HiTrack from
one supplier,  the German company GAP AG. Since we outsource our products from a
hardware  manufacturer,  which are already connected to the 50th. Space Wing for
their  connectivity  to the  satellite  system in order to perform the  tracking
function, we do not have direct links to the 50th. Space Wing.                  

Our research  entailed the  extensive  study of specific GPS  manufacturers  and
accessory  device  manufacturers  and their  present  distribution  methods  and
outlets  (if   existing).   The  results  of  our  research  have  given  us  an
understanding of the  expansiveness of these  manufacturers.  Other research has
included the study of Internet and larger scale  distribution  networks and also
marketing medium. Our study involved an analysis of existing distribution of GPS
products  and  related  devices.  Our  research  has been our  primary  focus in
addition to our  organizational  activities  and the  purchase of our  operating
company and the  signature  of an  exclusive  distributorship  agreement  with a
leading  manufacturer  of GPS  tracking  devices.  These  research  efforts  and
organizational  efforts have to date consumed all of our total company  efforts.
Our  research  included  the   identification  and  analysis  of  all  potential
competition,  the selection of the most prominent for further analysis,  on-site
visits in Europe and the US. We also contacted  large  potential  clients in the
area of  security  and  tracking,  such as large  trucking  companies,  security
companies to study their  product and  purchasing  preferences,  their  software
needs. This research allowed us to determine which of all manufacturers  sampled
was in our opinion  provided the best products and was better  equipped  against
international  competition.  It also  allowed us to design the software the most
appropriate to our customer's needs.                                            

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As a result of our new agreements, we designed our initial support system around
that manufacturer's GPS and cellular telephone technology with specific software
connected  to an  Application  Service  Provider  (ASP)  server and an automatic
telephone connection.                                                           

Although Mr. Asselineau, Mr. Bouverot and Mr. Gal do not currently have specific
experience marketing GPS tracking devices, they have been actively involved with
high tech companies.  Their specific  knowledge of new technologies  leads us to
feel  confident  in their  ability to leverage  their  network of contacts  into
business   opportunities   that  can  be  advantageous   for  our   development.
Nonetheless,  we will be,  at least  initially,  dependent  upon  them and their
skills  and  experience  to  assist  us in  the  development  of  our  marketing
distribution  outlets that is intended to capture individual  customers and also
wholesalers.  In addition, should we be successful in selling the minimum number
of shares offered, we will engage, as necessary qualified  consultants to advise
us on the development of a marketing  strategy for our GPS tracking  devices and
an engineer for improvement of our initial systems and design implementation for
our future products.                                                            

We will endeavor to provide,  through a global  distribution  network and direct
sales to large  corporation  and public  services,  a unique  alternative to GPS
tracking  purchasers that is primarily  geared to the safety of lone workers and
the monitoring of vehicles. While we do not own a large distribution network, we
intend to place our products on the market  through  distributors  that have the
distribution networks targeted by us and we will also use our web site as a link
to these distributors. We are also targeting large corporate accounts and public
services  that have a need for the  services and  products  that we offer.  More
specifically,  we are marketing to small  companies that  routinely  employ lone
workers in  isolated  surroundings,  larger  and  multinational  companies  with
activities  that  involve   extensive   dispatching  of  personnel  in  isolated
surroundings,  security and protection companies,  some public services, such as
police,  road maintenance etc. We are also marketing  distributors that cater to
protection  of lone workers and  vehicles for the small to mid-sized  companies.
However,  our efforts to develop direct sales and a network of distributors have
only been  initiated  recently  and are still in the  development  stage.  Since
inception,   our  directors   have  focused  upon   organizational   activities,
fund-raising,  market research activities,  creation of our website, preparation
of our patent  application  and  identification  and  purchase of our  operating
company and an exclusive  agreement with GAP, AG, a manufacturer of GPS tracking
devices.                                                                        

Our Products                                                                    

We utilize as building  blocks of our product line a combination of two familiar
technologies:  GPS and  cellular  telephone  to  which is  added  software  to a
programmable  chip that also  provides  the  ability  to trigger an alarm in the
event of anomalies  with the  parameters  programmed  by the user.  The software
allows  the  customer  to  tailor  the use of the  tracking  device to their own
specific  needs.  This results in a versatile  GPS that expands upon the current
tracking only use in the  marketplace.  The software that governs the management
of HiPer and HiTrack has been developed by GAP. The software  interface  between
that software and the Irisio server, as well as the client interface between the
Irisio  server and the clients  have been  developed  by Smart  Technology.  Our
entire product line is expected to utilize the same basic  technology;  the only
differences are in the packaging and in the versatility and service permutations
in the software package. Also, the price points do vary product by product.     

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All products  include GPS and telephone  modules,  software for the programmable
chip,  a charger and  batteries.  Additionally,  products  are  equipped  with a
powerful built-in antenna for the stand-alone units for maximum  detection.  For
units installed inside a vehicle, the antenna is separate and hidden            

A customer  will be able to receive an alarm  message  and/or  track the precise
location  of the lone  worker,  the  vehicle,  the elderly or the child over the
Internet,  and/or on a hand-held  device,  and/or on a mobile  phone with a text
message  (Short  Messaging  Service (SMS)  Technology  in Europe),  a phone line
and/or through the services of an alarm company.                                

The system will be accessible and protected by an access number and a password. 

We are currently marketing the following products:                              

Two main products are involved, to which is added an application  software.  The
products  include a number of accessories,  such as a spare battery,  a pouch, a
charger and other accessories.                                                  

Product Description                                                             

GAP supplies to our company two  products,  the HiPer and the  HiTrack.  The two
products  utilize  the same  combination  of two  technologies,  the GPS and GSM
technologies  a well as a memory  card  able to  store  information.  These  two
products target  different  markets:  the HiPer is geared towards people use and
the  user  has to  carry  the  device  as they  would a  portable  phone  with a
rechargeable  battery.  The  HiTrack  is  destined  to the  protection  and  the
management  of vehicles and as such it is installed  permanently  in the vehicle
and  connected to its  battery.  We sell the HiPer and the HiTrack for Euro 1150
each, end user price and for Euro 850, distributor price.                       

o The HiPer                                                                     

The HiPer is a self-contained unit of small dimension, the approximate size of a
traditional  cellular phone. Its dimensions in mm are 128.5*46*29.6;  its volume
is 150 cm3 and its weight less than 145g.                                       

A charge on the battery  lasts 30 hours on average and the charging  time is 2.5
hours.                                                                          

The HiPer  displays  two buttons to access two separate  two-way  pre-programmed
telephone  lines.  The first line is a traditional GSM (Global System for Mobile
Communication) line, while the second (connected to the red button) is the alert
or panic line, which simultaneously sends an alert message to the pre-programmed
number and  establishes  the  location of the HiPer over the Internet and with a
SMS (Short Messaging Service) text message to the user.                         

The HiPer has a built-in logic that can be remotely  programmed  from a computer
equipped  with DSL that  establishes  a GSM  connection  with the HiPer from any
distance or remote  location.  Once the  programming  of all the  parameters  is
complete,  the user sends all  information  at once and the  computer  returns a
confirmation of satisfactory completion message.                                

Once the HiPer is programmed, the HiPer enables all functions; however, the user
always has the ability to change the  parameters  inside the HiPer chip from the
computer in order to react to changing circumstances and needs.                 

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Tracking  of the  HiPer  by GPS  is  performed  continuously  every  30  seconds
approximately.                                                                  

Main Programming Features                                                       

Among the main programming options the user initially:                          

o    Programs his/her password.                                                 
o    Then programs the two telephone numbers,  the alarm or panic number and the
regular GSM number.                                                   
o    Then programs his/her subscription  registration number in order to receive
and send SMS messages.                                                

The HiPer has the ability to memorize the last 500  positions  and establish the
frequency of point tracking.  This means that if for instance, the user programs
the chip to  point-track  every minute,  the itinerary of the HiPer can be known
for the last 500 locations over the last 500 minutes.                           

The user has the option to program up to 10 zones.  Each zone has a minimum (but
no  maximum)  area of 300 by 300  meters.  The zones can  either be  defined  as
no-entry  or  no-exit  zone.  A zone is an area  that the user can  program  for
specific  uses  as  described  below.  GAP  has  determined  that  the  smallest
programmable  area in practical terms covers an area of 300 by 300 meters.  This
means that if the user tries to program a zone, which is smaller than an area of
300 by 300 meters,  the software does not register.  On the other hand, there is
no maximum limit to the size of the area that can be programmed. A no-go zone is
programmed as described  above with the additional  instruction of no entry.  If
the user of HiPer or HiTrack  programmed with these parameters  enters the no-go
zone,  the HiPer or the HiTrack  will send an alarm to the server with  tracking
information.  A no-exit zone works in the same fashion with the only  difference
that an alarm is sent if the user goes outside of the programmed zone.          

The user can also contiguously  connect up to 10 zones of any length, as long as
the minimum width of each is no less than 300 meters,  and thereby  establish an
itinerary or a route that the HiPer should follow.                              

In each case,  any deviation from the  programmed  parameters  triggers an alarm
communicated  to the user via the GSM line.  Additionally,  the  location of the
HiPer at the time the alarm is set-off  appears on an  Internet  map and is also
communicated by SMS text message on the telephone display of the user.          

Several options allow the  surveillance  of other  parameters.  For instance,  a
small sensor of vertical drop can be plugged into one of the HiPer's  ports.  If
for instance,  a lone worker falls down, a GSM  communication  is  automatically
sent to the user.                                                               

o The HiTrack                                                                   

The HiTrack is a self-contained unit of small dimension, the approximate size of
a traditional  cellular phone. Its dimensions in mm are 95*55*35;  its volume is
190 cm3 and its weight less than 200g.                                          

The HiTrack displays two buttons to access two two-way pre-programmed  telephone
lines. The first line is a traditional GSM line, while the second  (connected to
the red button) is the alert or panic line, which  simultaneously sends an alert
message to the pre- programmed number and establishes the location of the HiPer.

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As an option, HiTrack offers a "hands-free" kit that allows for easier telephone
conversation while driving.                                                     

The HiTrack has a built-in logic that can be remotely programmed from a computer
equipped with DSL that  establishes a GSM  connection  with the HiTrack from any
distance or remote  location.  Once the  programming  of all the  parameters  is
complete,  the user sends all  information  at once and the  computer  returns a
confirmation of satisfactory completion message.                                

Once the HiTrack is programmed, the HiTrack enables all functions;  however, the
user always has the  ability to change the  parameters  inside the HiTrack  chip
from the computer in order to react to changing circumstances and needs.        

Tracking by GPS of the vehicle  equipped with HiTrack is performed  continuously
every 30 seconds approximately.                                                 

Main Programming Features                                                       

Among the main programming options the user initially:                          

o    Programs his/her password                                                  
o    Then programs the two telephone numbers,  the alarm or panic number and the
regular GSM number                                                    
o    Then programs his/her subscription  registration number in order to receive
and send SMS text messages.                                           

The HiTrack has the ability to memorize  the last 1,000  positions  and can also
establish the frequency of point tracking.  This means that if for instance, the
user programs the chip to point-track every minute, the itinerary of the HiTrack
can be known for the last 1,000 locations over the last 1,000 minutes.          

The user has the option to program up to 10 zones.  Each zone has a minimum (but
no  maximum)  area of 300 by 300  meters.  The zones can  either be defined as a
no-entry or a no-exit zone.                                                     

The user can also  program  up to 10 routes or  itineraries.  Each  route can be
drawn on an Internet map with up to 150 contiguous sections. The vehicle is then
tracked along the programmed routes and any deviation from plan is automatically
communicated to the user via the GSM telephone connection.                      

Several options allow the  surveillance  of other  parameters.  For instance,  a
small sensor of vertical drop can be plugged into one of the HiTrack  ports.  If
for instance,  a lone worker falls down, a GSM  communication  is  automatically
sent to the user.                                                               

The Irisio Server                                                               

Management of the system is performed by a central  server,  the HiLocate Server
and by a client interface module, the HiLocate Client.                          

The HiLocate Server                                                             

The  HiLocate  Server is the  central  repository  of all data and the  software
intelligence  that  synchronizes and manages the main functions and technologies
involved  in the  HiPer  and the  HiTrack.  It has the  ability  to  manage  and
incorporate  all types of mapping  databases  and it  interfaces  with  external
modules in standard Internet Protocol.                                          

The Client Module                                                               

This is the system  that  allows  customers  to manage  communications  with the
HiPer's and HiTrack's and as such is the client interface for units programming,
client-specific data management, client-specific alarm management and geographic
tracking.                                                                       

In order to perform  its client  interface,  the  module  communicates  with the
central HiLocate Server via standard Internet Protocol.                         

Product  Introductions  for  2004 and  beyond.  We will  pursue a policy  of new
product introductions opportunistically. New products will track demand and need
from the marketplace, which in turn will be driven by advances in technology. It
is not possible or  realistic  at this stage to predict what these  changes will
be, but we are committed to expend  considerable  time and resources in order to
stay competitive.                                                               

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Marketing Strategy and Markets                                                  

GPS  technology  currently is utilized as a passive  method of  tracking.  Smart
Technology seeks to bring a pro-active aspect to that process.                  

We do not assume all that our products can do for the customer,  since it is the
customer who instead  determines  what his/her  specific needs are.  Rather,  we
bring to fore a novel "intelligent", i.e. programmable, GPS.                    

We  believe  that the market for our  system is vast,  as it  responds  to basic
security and protection  concerns that apply to a large  spectrum of needs.  The
initial  price points will limit the appeal to the mass markets;  however,  over
time the cost of the technologies involved in our process are expected to reduce
drastically, thereby expanding the potential market base.                       

We have  determined  the markets of choice and the price  points in relations to
these markets.  Over time, our target markets will be modified and expanded with
the advances in technology and cost reductions.                                 

Contrary to current market practice, Smart Technology does not sell the products
or the  services  of an alarm  company  but  rather  sells  what we believe is a
potential  solution  specific  to the needs of each  customer.  We believe  this
approach is one of the keys to our success.                                     

We are focusing  our  attention to the market  segments,  which are  immediately
applicable  to our  technology  and its price  points.  The  geographic  markets
initially targeted are: France, and several countries in the Middle East.       

In our initial  stages,  we have focused on the ability of management to utilize
their  wherewithal  and  connections  in their  home  region for  marketing  and
promotion.                                                                      

The HiPer and HiTrack products primarily cater to the professional markets. Mass
markets are also considered,  but at a secondary level. The professional markets
are divided in two major segments: The market for lone workers is addressed with
HiPer and the market for vehicles with HiTrack.                                 

o HiPer                                                                         

HiPer  covers the safety of isolated  persons;  the thrust of our target  market
represents  the lone worker,  however a secondary  target market  represents the
elderly and children.                                                           

a/ The Lone Worker                                                              

French law # 91/1414 of December  31,  1991 has  modified  Workmen's  and Public
Safety regulations with the goal of prevention of professional hazards.  Similar
concerns are also present in the rest of the European continent. The lone worker
is not  specifically  identified in the law;  however the  generality of the law
applies directly to that category of workers.                                   

By definition,  a lone worker works alone and as such is often in a difficult or
dangerous  position  that cannot be detected by anyone.  Employers are generally
aware that  their  employees  and  workers  should  not be exposed to  potential
undetected danger without taking the necessary  precautionary measures. The most
problematic jobs include:                                                       

o    Workers working above ground                                               
o    Workers in close quarters such as silos,  tanks,  tunnels etc. o Electrical
workers                                                               
o    Workers  handling   hazardous   materials  o  Workers  handling   dangerous
instruments, such as firearms, chain saws, etc.                       
o    Workers handling equipment under high pressure                             
o    Workers confronted with public safety in potentially dangerous surroundings
etc.                                                                  

One of he methods to prevent  isolation is to double-up the team.  That solution
is not always possible and always involves substantial extra costs.             

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As a solution,  Smart  Technology  offers a service that tracks and communicates
the  positions in the same  device.  In  addition,  a detector of vertical  drop
completes the safety offering.                                                  

The market for the lone worker is very large.  It touches a very  sensitive area
of  personal  safety.  Given the  financial,  legal and  emotional  consequences
involved,  employers  are  increasingly  willing to  undertake  the  appropriate
measures to ensure the safety of their  workers.  HiPer is one the most valuable
methods to achieve that goal.                                                   

The buyers include:                                                             

o    Small companies that routinely employ lone workers in isolated surroundings
o    Larger and  multinational  companies with activities that involve extensive
dispatching of personnel in isolated surroundings                     
o    Security and protection companies                                          
o    Some public services, such as police, road maintenance etc.                

The market  for the lone  worker is  extremely  diversified,  without  aggregate
statistics;  however it potentially  covers the million of individuals that work
alone. Among the main pockets of demands, some of the most significant are:     

o    All companies that perform services outdoors, such as utilities,  plumbing,
electric, building, cement, sand, mining, etc.                        
o    All  companies  that  perform  potentially   hazardous  work  within  their
premises.                                                             
o    Surveillance  and security  companies often employ lone personnel that also
work at night.                                                        
o    Public  services,  such as police,  road  maintenance  also involves  large
numbers of lone workers.                                              

b/ The elderly and the handicapped                                              

The potential market for the elderly and the handicapped is large and is part of
our business  development  plans.  In France alone,  which is one of our primary
geographic markets represents 12 million individuals. Senior citizens, who often
live alone, or who are  occasionally  isolated,  are often prone to accidents or
sudden diseases, which need to be remotely monitored.                           

c/ Children                                                                     

Although  our  product  in its  current  version is not  ideally  suited for the
children's  market, it still can be utilized by strapping the HiPer to a belt or
a bicycle, or placed inside a schoolbag. The main limitations to vast acceptance
of the HiPer for the children's  market are the size and battery life. These two
aspects, which are of little importance for the professional markets,  represent
a potential non- compliance issue on the part of children.                      

However our strategy is to stake a claim on this potentially huge market,  which
will be fully  tapped with the  upcoming  improvements  in  technology.  We will
therefore market the HiPer to children in order to:                             

o    Book sales                                                                 
o    Already  have a  presence  on that  market  when in  approximately  2 years
     technological  advances will address the  requirements  of that market more
accurately.                                                           

Despite its current limitations regarding the specific market for children,  the
HiPer  addresses the main security  concerns for the protection of children.  In
fact, the HiPer can program one or several routes,  for example it can determine
the chosen path between home and school,  as well as protected  perimeters  from
where the child cannot exit without an alarm and tracking being triggered.      

Due to its  versatility  of  applications  and to the fact  that the unit can be
reprogrammed  by the user at any time, the HiPer can  alternatively  be utilized
for animals,  bags and luggage,  cars,  etc.,  in other words can be attached or
utilized by all persons or objects that need to be tracked and located.         

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o HiTrack                                                                       

The HiTrack is a product applicable:                                            

o    to private vehicles                                                        
o    to professional vehicles, either individually or as part of a fleet        
o    to motorcycles                                                             

a/ Private Vehicles                                                             

Our  primary  effort  targets the  vehicles  that are the most prone to theft or
carjacking.  That segment of the total market principally  include high-end cars
and other popular models among thieves.                                         

The existing  methods of alarm and theft detection have shown their  limitations
and,  despite  technological  progress,  the number of stolen  vehicles  has not
noticeably diminished.                                                          

Several companies have initiated GPS location of a vehicle when stolen;  however
all of these new systems have a major  limitation since the user has to be aware
that the  vehicle is stolen in order to locate it,  which most often is an event
that lags considerably the time frame necessary to react effectively.           

In  response to this major  limitation,  Smart  Technology  offers a product and
service  that  informs  the user  immediately  when the  vehicle is  stolen,  in
addition to location  and  tracking.  The small unit  dimensions  are  perfectly
suited  for a  vehicle,  as it can  easily be  hidden.  Additionally,  a back-up
battery   prevents   interruptions  in  service  if  the  main  car  battery  is
disconnected.                                                                   

b/ Professional vehicles                                                        

The professional  vehicles market,  either  individually or in fleet,  addresses
issues that go beyond the risk of theft.  In addition  to theft  detection,  the
HiTrack also follows the  whereabouts  of the vehicle,  detects  anomalies,  can
determine the speed of the vehicle, etc. Our system also allows fleet management
when applicable.                                                                

In and our remote controls allow the connection of sensors to different parts of
the vehicle; for instance,                                                      

o    Alarm with tracking when the rear doors of a truck are opened,             
o    Alarm with tracking when the temperature  inside a refrigerated  cargo area
increases, etc.                                                       

c/ Motorcycles                                                                  

Motorcycles are the main target for thieves for the prevention of which very few
systems exist. The small unit dimensions of our product are perfectly suited for
a  motorcycle,  as it can easily be hidden.  When the  motorcycle  is  displaced
unexpectedly,  HiTrack  sends an  alarm to the  user,  as well as  tracking  and
location;  moreover,  in case of accident, an alarm and location in SMS are also
sent to a user of to a service center on pre-programmed telephone number.       

Our geographic market for the HiPer and the HiTrack                             

Smart  Technology  will  primarily  focus its  activities  in 2003 on the French
market. The French subsidiary of our company Irisio will distribute our products
in that market with several objectives:                                         

o    Validate the economic model and the new software developments  (Application
Service Provider (ASP) server, voice server, etc.)                    
o    Realize sales to reach rapidly breakeven                                   
o    Create a national distribution network                                     
o    Develop large accounts and public-sector accounts                          

These objectives are reasonable since the products are already on the market and
since the results of our initial market intelligence point to active interest on
the part of potential clients.                                                  

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Beyond commercial  developments on the French market, Smart Technology will also
penetrate the following  markets:  Saudi Arabia,  Kuwait,  UAE, Qatar,  Bahrain,
Yemen, Syria and Lebanon.                                                       

Regarding these countries, our strategy is summarized in 4 steps:               

o    Chose  one or two  local  distributors  per  territory  and sign  exclusive
     distribution  contracts for the HiTrack and the HiPer that will contain the
purchase of minimum quantities upon signature,                        
o    Deliver country-specific software in the local language,                   
o    Technical  training  in  France  or  in  the  territory  performed  by  our
technicians and engineers,                                            
o    Commitment on the part of the exclusive  distributor  of minimum  quarterly
quantities.                                                           

Additionally,  we will levy  royalties  on the  service  contracts  between  the
distributors  and their  clients  as well as  provide  systems  maintenance  and
upgrade.                                                                        

Our commercial objective is to reach in 2004 total unit sales in these countries
of 2,000 units.  We aim at delivering  three software  packages for EURO 100,000
each.                                                                           

Marketing  and  promotion  for our four initial  products  will be geared to the
professional  markets,  and to a smaller extent to selected mass markets. At the
current time we are in the process of  implementing  the  following  development
plan:                                                                           

We are resorting to  distributorship  arrangements  for the middle market and to
direct  marketing  to large  professional  accounts.  Our  distributors  will be
established companies with existing marketing and distribution structures in the
tracking and security  business,  and their distributor  margin will cover their
marketing expenses.  For the large house accounts,  the potential market,  while
very  large is  concentrated  in few  companies  or  public  services  for which
marketing  and  promotional  expenses  will be limited in terms of financial and
human  resources.   The  mere  fact  that  our  primary  target  market  is  the
professional  market  entails that our marketing and promotion  efforts will not
involve the vast expenses of a mass  marketing  endeavor.  Our primary market is
highly  targeted to few national or large regional  distributors  or large house
accounts,  thereby  requiring  fewer  personnel  and expenses that a mass-market
effort would entail.                                                            

Our services utilize heavily cellular telephony. In the professional market, the
users will utilize their own telephone  lines and  subscriptions,  or will lease
new lines for the  purpose of  operating  the  HiTrack  or the  HiPer.  The only
telephone  connection  that we need to have is a master line to receive and send
SMS  messages  in and  out of our  central  server.  This  fact  eliminates  the
requirement to subscribe telephone lines for each customer,  as was the case for
the mass  market.  Since our  penetration  of the mass markets will be initially
substantially  less than previously,  we will purchase  telephone lines from the
major carriers as needed, without the necessity to resort to a master agreement.

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Our website, and the website of our new operating subsidiary, Irisio at the     
current time contains introductory material and information on our products and 
will be updated to address several goals that will be applicable to all of our  
product lines:                                                                  

-    Live demo,                                                                 
-    GPS, GSM, SMS Technology synopsis,                                         
-    List of distributors and search by zip codes, - Customer Service,          
-    Investor relations,                                                        
-    Distributor relations.                                                     

Timeline of Company Efforts                                                     

Since our  inception,  we have achieved the important  steps,  including (1) the
conclusion of our negotiations with providers of Global Positioning System (GPS)
tracking and communication  technology.  Two technology providers were retained;
Digital  Angel  Systems  located  in  Ontario,  CA and GAP AG, a German  company
located near Munich,  and listed on the Frankfurt  Stock  Exchange.  We chose to
partner with GAP since we believe  that their  products  have a clear  advantage
over all the competition,  including Digital Angel.  Their products have been on
the market for  several  months in Europe.  The choice of GAP also  considerably
reduces our capital  requirements because GAP products are already on the market
with their existing software support platform,  which alleviates the requirement
to build  our own at  considerable  expense.  As  exclusive  distributor  of GAP
products, we have the right to utilize their software support platform. Our only
out-of-pocket  expenses  are the  server  and the  translation  from  German and
English into French of the software  interface.  The choice of GAP products also
implied a new direction in our primary  market focus.  Since their  products are
ideally suited for the  professional  markets,  we decided to focus primarily on
that  market and to place the mass  markets in a  secondary  position.  The mass
markets  are  still  part in our  strategy;  however  the  professional  markets
represent  even a larger  potential  in  Europe  and the  Middle  East  than the
mass-markets  in the present stage of the technology and as a consequence,  they
have become the primary focus of our business strategy. The professional markets
do not entail vast advertising and promotion expenses,  thereby further reducing
our capital requirements;  (2) We implemented our strategic direction by signing
an exclusive  distribution contract with GAP, and (3) by purchasing their French
distributor, Irisio SARL.                                                       

Irisio is a French company  established in 2001 by its sole owner,  Mr. Frederic
Massiot. That company,  which is profitable,  is specialized in the distribution
of technology  products linked to personal and vehicle  safety,  and as such was
distributing  the GAP  products.  By  purchasing  Irisio,  we gain  access to an
existing  structure for  distribution in France and the Middle East. The role of
Irisio as a Smart Technology  subsidiary is to market location and communication
products  manufactured  by GAP in the French  market and also in the Middle East
under the  contractual  Value Added  Reseller  agreement  signed between GAP and
Smart  Technology;  (4) the signature of the VAR contract  between GAP and Smart
Technology  was effected on February 5, 2003, by which GAP and Smart  Technology
have entered into a Value Added Reseller agreement (VAR). This contract pertains
to the distribution of the GAP products in France, Saudi Arabia,  Kuwait, Syria,
Lebanon,   UAE,  Qatar,   Bahrain  and  Yemen.  The  contract  is  an  exclusive
distribution  contract for 2 years,  under the condition  that certain quotas be
reached for each of the countries  under the agreement.  At maturity of 2 years,
the contract  will be extended on the basis of good faith  negotiations  between
the parties.                                                                    

Within 3 to 6 months from the date of this  prospectus,  it is essential that we
successfully  raise a minimum of $250,000.  We expect to be able to utilize this
offering as the primary focus to achieve the raising of such capital.           

During  this  process,   we  will  refine  our  market  research  and  establish
preliminary  letters of agreement with various  companies for  distribution.  We
believe the  experience  of our  officers,  especially  Mr.  Asselineau's  legal
training, will assist us in establishing these preliminary letters of agreement.

In order to become fully operational and profitable,  we must first successfully
raise a minimum of $250,000 in the present  offering.  Once we have raised these
funds we will be able to (1) pay fees and expenses associated with the extension
of our patent application; (2) complete the updates on our website; (3) continue
our  research  and  development  for  the  functionalities  of  our  server  and
associated  software;  (4) aggressively expand our marketing and promotion;  (5)
hire our  technology  manager  and our sales  manager;  (5)  expand  our  office
facility  to  accommodate  the  additional   staff;   (6)  further  develop  our
distribution  network.  We are  currently  in the process of pursuing  the above

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agenda, which we anticipate will take approximately six (6) months from the date
we reach the minimum to complete.  Funds  generated  from this  offering will be
used at each step of the above-described  agenda. We have already researched the
GPS  industry  and  Mr.  Asselineau  and  Mr.  Safier  have  expended  costs  of
approximately  $25,000  towards the purchase of equipment,  printing,  legal and
accounting  expenses and both are committed to the success of our business plan.
These  expended  costs  were not made as  loans by our  officers  and we have no
intention of using the proceeds of this offering to repay these funds.          

To the extent that we exceed the required  minimum of $250,000 in capital raised
through this share offering,  we will seek to employ  additional  personnel.  We
view the addition of Sales Representatives as the next required stage. Currently
and until the 12th month  following  the final  closing,  our Board of Directors
will  authorize  all  hiring of  personnel  and  consultants  and  decide on all
salaries and  retainers.  Its decisions  will be strongly  influenced by optimum
staff requirements and by the financial  condition of our Company,  Salaries and
retainers,  which may be below market conditions initially and until our Company
starts operations,  will not be higher than normal market conditions. By this we
mean that our research will indicate  which average  salaries  correspond to the
skill level and the experience  that we are looking for in a particular  market.
For instance, if we look for a secretary in New York with 10 years of experience
and fully  conversant with office software,  we will access research  statistics
that will  indicate the salary  brackets that we should pay and we will not make
an offer that would exceed the average bracket.                                 

It will be our Chief  Financial  Officer's  responsibility  to monitor the order
flow from our sales  efforts and from our website [in its expanded  form that is
anticipated  to be in place in one month],  keeping  accurate  track of our cash
flow and net revenue.  Our next employees will be in the area of clerical staff.
If we  achieve  more than the  minimum  we will pay all our  current  officers a
competitive  salary. We strongly believe that Mr.  Asselineau,  Mr. Bouverot and
Mr.  Gal's  initial  skills will enable us to  successfully  launch our business
model;  however, we believe that it will take a seasoned Sales Manager to enable
us to grow  beyond  the  start-up  stage and into a  successful  and  profitable
business entity.                                                                

Should we meet more than the  minimum,  we intend to  complete  all of the steps
above;   however,  the  additional  capital  will  allow  us  to  expand  market
deployment,  due to the French distributor that is now part of Smart Technology,
which is a company that was established in 2001 and that was profitable in 2002.
The speed of market  expansion will depend mainly on the resources  dedicated to
additional  human and marketing  expenses.  A minimum of $250,000 will allow the
company to achieve a meaningful  increase in market  activity.  Higher levels of
capital will accelerate our development since we will be able to hire additional
sales  personnel  and be present in more markets  quicker than if our  resources
were less and we will gear our expansion to our monetary  capabilities.  We will
also  increase our office  facilities  to  accommodate  an increased  staff.  We
believe  that  at  maximum  and  if  our  expansion  plans  happen  slower  than
anticipated, we will have sufficient working capital to sustain operations for a
period of up to thirty-six  (36) months.  There is no guarantee  that we will be
able to successfully expand business operations or revenues to a point where our
business becomes viable.                                                        

Competition                                                                     

The GPS market encompasses navigation,  communications and information products.
It is highly competitive. We believe the principal competitive factors that will
impact the market for our  products  are  features,  quality,  design,  customer
service,  brand,  price,  time-to- market and availability.  Management believes
that we will generally compete favorably in these areas.                        

We believe that our principal competitors for our HiTrack and HiPer products can
come from the following:                                                        

1. The current  producers of GPS-enabled  product lines which  include,  Garmin,
Ltd. Thales  Navigation,  Inc.,  Lowrance  Electronics  Inc., Cobra  Electronics
Corporation,  Raymarine Ltd.,  Furuno Electronic  Company,  the Standard Horizon
Division of Yaesu Co. Ltd., Navman Ltd. and Simrad AS, Digital Angel.           

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2. The current producers of cellular product lines which include,  Garmin, Ltd.,
Nokia Oy, Telefon AB LM Ericsson,  Motorola,  Inc., Benefon Oy, Siemens AG, Sony
Corporation and Samsung.                                                        

3. The current  producers  of personal  digital  assistant  product  lines which
include, Garmin, Ltd., Palm, Inc. and Handspring, Inc.                          

In addition,  HiTrack product could face competition from the current  producers
of automotive  product lines which include,  Garmin,  Ltd., Thales  Navigations,
Inc.,  Alpine  Electronics,  Inc.,  Denso KK, Visteon,  the On-Star  Division of
General Motors Corporation,  Xanavi Informatics Corporation,  Robert Bosch GmbH,
Siemens AG and Philips N.V.                                                     

All of our  competitors  are  established  businesses  that have larger existing
customer basis and better funding than us.                                      

We do not believe any of our competitors offer products similar to the HiPer. We
have  decided to  position  ourselves  as quickly as  possible  on the market by
establishing  a network of  distributors.  Our objective is to occupy the market
niche quickly while competition is lagging by offering the best possible service
to our  clients'  satisfaction.  As a result,  we expect  that,  as  competition
surfaces,  we will  already  have a  commanding  presence  and a  reputation  of
excellence  in  the  market.  The  HiTrack  on the  other  hand  faces  existing
competition;  however its  advantage is that it allows  better fleet  management
than any other systems with features such as the programming of routes and zones
of several hundreds of vehicles at the same time. Moreover,  the introduction of
GPRS (General Packet Radio System),  which allows  continuous GSM  transmission,
further improves performance vis-a-vis all existing competition. Our strategy is
to focus our efforts in the areas where we are the strongest:  fleet  management
and safety.                                                                     

Sales and Marketing Plans                                                       

Smart  Technology  will  primarily  focus its  activities  in 2003 on the French
market.  The French subsidiary Irisio of our company will continue to distribute
our  products in that market with  several  objectives  to validate the economic
model and the new software  developments  (Application  Service  Provider  (ASP)
server, voice server, etc.), realize sales to reach rapidly breakeven,  create a
national  distribution  network and develop  large  accounts  and  public-sector
accounts.  Our website  www.smarttechno.com.  will be utilized as a  promotional
tool and as a link to our  distributors  and  partners;  we do not have plans at
this juncture to market our products directly on the Net.                       

These objectives are reasonable since the products are already on the market and
since the results of our initial market intelligence point to active interest on
the part of potential clients.                                                  

Beyond commercial  developments on the French market, Smart Technology will also
penetrate the following  markets:  Saudi Arabia,  Kuwait,  UAE, Qatar,  Bahrain,
Yemen, Syria and Lebanon.                                                       

Regarding  these  countries,   our  strategy  is  to  chose  one  or  two  local
distributors  per territory and sign  exclusive  distribution  contracts for the
HiTrack and the HiPer that will contain the purchase of minimum  quantities upon
signature,  deliver  country-specific  software in the local  language,  perform
technical  training  in  France  or in  the  territory  by our  technicians  and
engineers,  receive  commitment  on the  part of the  exclusive  distributor  of
minimum quarterly quantities.                                                   

Additionally,  we will levy  royalties  on the  service  contracts  between  the
distributors  and their  clients  as well as  provide  systems  maintenance  and
upgrade.                                                                        

Our commercial objective is to reach in 2004 total unit sales in these countries
of 2,000 units.  We aim at delivering  three software  packages for EURO 100,000
each.                                                                           

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Expenditures                                                                    

Our primary direct costs will be as follows:                                    

>>   Marketing, advertising and sales related costs,                            
>>   Salaries for Mr.  Asselineau,  Mr.  Bouverot,  Mr. Gal and other  employees
(payroll cost, actual or deferred);                                   
>>   Employment related taxes; and                                              
>>   Health benefits                                                            

Facilities                                                                      

We operate from 222  Lakeview  Avenue in the US and also from a 1000 square foot
facility located at 414 rue Saint Honore in Paris, France. These facilities will
be  sufficient  during  the  initial  term  of our  development.  However,  once
additional  employees  are  added,  we will  expand  our  facilities.  Our newly
acquired  subsidiary,  Irisio SARL has its own separate  facilities.  All of our
locations are leased on a month-to-month basis.                                 

Debt Financing                                                                  

We have not yet  sought  any debt  financing  since we do not  believe  we would
qualify  for such a loan until we have  initiated  the sales  process.  Once the
process has started,  we will seek working capital loans  primarily  intended to
finance inventory and accounts receivable. Since we will not seek debt financing
until we are  operating  on a larger  scale,  we  believe we will be in a better
position to negotiate  appropriate  placement and  repayment  terms for any such
loans.  However,  in the event we were to receive  financing  but  defaulted  in
payments, such financing could result in foreclosure of our assets that would be
detrimental of our shareholders.                                                

When we do seek to borrow  funds,  we do not intend to use the  proceeds of such
funding to make  payments  to our  management  (except  for  possible  salaries,
benefits and out-of-pocket expenses).                                           

Industry Regulation                                                             

We are not subject to industry specific regulation.                             

Current Employees and Proposed Staffing                                         

Currently we only employ Mr.  Asselineau,  Mr. Bouverot and Mr. Gal.  Currently,
and until the 12th month  following  the final  closing,  our Board of Directors
will  authorize  all  hiring of  personnel  and  consultants  and  decide on all
salaries and  retainers.  Its decisions  will be strongly  influenced by optimum
staff requirements and by the financial  condition of our company.  Salaries and
retainers,  which may be below market conditions initially and until our company
starts operations,  will not be higher than normal market conditions. By this we
mean that our research will indicate  which average  salaries  correspond to the
skill level and the experience  that we are looking for in a particular  market.
For instance, if we look for a secretary in New York with 10 years of experience
and fully  conversant with office software,  we will access research  statistics
that will  indicate the salary  brackets that we should pay and we will not make
an offer that would exceed the average bracket.                                 

To the extent that we exceed the required  minimum of $250,000 in capital raised
through this share offering,  we will seek to employ  additional  personnel.  We
view the addition of a Sales  Representatives  as the next stage. It will be our
Chief  Financial  Officer's  responsibility  to monitor  the order flow from our
sales,  keeping  accurate  track of our  cash  flow  and net  revenue.  Our next
employees will be in the area of clerical  staff.  We strongly  believe that Mr.
Asselineau,  Mr.  Bouverot  and  Mr.  Gal  initial  skills  will  enable  us  to
successfully launch our business model;  however, we believe that it will take a
seasoned sales manager to enable us to grow beyond the start-up stage and into a
successful and profitable business entity                                       

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Should we meet more than the  minimum,  we intend to  complete  all of the steps
above; however, the additional capital will allow us to expand market deployment
from the profitable  base of our French  operating  company,  which is a company
that was  established  in 2001 and that was  profitable  in 2002.  The  speed of
market  expansion  will depend mainly on the  resources  dedicated to additional
human and  marketing  expenses.  A minimum of $250,000 will allow the company to
achieve a meaningful increase in market activity.  Higher levels of capital will
accelerate  our  development  since  we will be  able to hire  additional  sales
personnel and be present in more markets quicker than if our resources were less
and we will  gear our  expansion  to our  monetary  capabilities.  We will  also
increase our office  facilities to  accommodate an increased  staff.  We believe
that at maximum and if our expansion  plans happen slower than  anticipated,  we
will have sufficient working capital to sustain operations for a period of up to
thirty-six (36) months.                                                         

We believe Mr. Asselineau, Mr. Bouverot and Mr. Gal's experience,  when combined
with a marketing and distribution alternative,  provide for the expansion of our
business model;  however, we can give no assurance that we will be successful in
our efforts.  Moreover,  we believe  this model will be further  enhanced by the
advantages of greater  availability of capital and potential for growth by being
a public, as compared to a privately-held, company.                             

It is generally  anticipated  that any future employees will devote full time to
our operations. The Board of Directors may then, in its discretion,  approve the
payment of cash or non-cash compensation to these employees for their services. 

MANAGEMENT

The  following  table  reflects  the  name,  address,  age and  position  of our
executive  officers and directors.  Until such time as we are fully operational,
our executive  officers are anticipated to devote only such time as is necessary
to operate Smart Technology.  In this regard they each expect to devote only the
time and effort  necessary to perform their  responsibilities  as sole executive
officers and  directors,  which will require not less than an average of 2 weeks
per month at a rate of 50 hours per week at least for the earlier of the first 6
months of development or until the minimum offering is reached.  After the first
6 months,  or once the minimum is reached,  Mr.  Asselineau,  Mr.  Bouverot  and
Mr.Gal will devote full time to Smart Technology at a rate of 50 hours per week.
We presently hold no key-man life insurance on either Mr. Asselineau, Mr. Gal or
Mr. Bouverot and have no employment contract or other agreement with them. Since
Mr.  Asselineau,  Mr. Bouverot and Mr.Gal are currently the only  employees,  we
would have to discontinue  operations if we were not able to retain at least Mr.
Asselineau or Mr. Bouverot or Mr. Gal or if replacements could not be found.    

For additional information, see the biographical information that follows:      

NAME                            AGE  POSITION                                   
------------------------------  ---  -------------------------------            
Mr. Marc Asselineau             46   President and Director                     
222 Lakeview Avenue, PMB 433                                                    
West Palm Beach, FL 33401                                                       

Mr. Bernard Bouverot            38   Secretary and Director                     
222 Lakeview Avenue, PMB 433                                                    
West Palm Beach, FL 33401                                                       

Mr. Jean Michel Gal             56   Chief Financial Officer                    
222 Lakeview Avenue, PMB 433                                                    
West Palm Beach, FL 33401                                                       

All directors hold office until the next annual meeting of our  shareholders and
until their  successors have been elected and qualify.  Our officers are elected
by the Board and serve until the annual  meeting of the Board of  Directors  and
until their  successors have been elected and qualify.  Aside from employing Mr.
Asselineau,  Mr.  Bouverot  and Mr.Gal as officers and  directors,  there are no
other  individuals  whose  activities will be material to our operations at this
time.                                                                           

Marc Asselineau, age 46 has served as our President and Director since formation
in May 2001. He is a French citizen who lives  permanently in the United States.
In addition to his duties for our company, from 1999 to 2002, Mr. Asselineau has
acted  as a  consultant  for  several  companies  principally  in the  areas  of
financial and industrial strategy.  Marc Asselineau has worked as advisor to the
President of Systemes Sud France (Toulouse), as advisor to Need Info, as advisor

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to Promo Farbe SA (Switzerland), as advisor to SRADMB (France), as consultant of
Finbucorp Inc (Atlanta). Since May 2001 he has been a Board member of Patient On
Line, Inc. In this capacity he is required to spend  approximately  1day every 3
months attending to the affairs of that company. From December 2000 to the first
quarter 2002, he served as a consultant to Patient On Line,  Inc. as well.  From
1997 to 1999,  Mr.  Asselineau  was  President & CEO of Lasertec  International,
Inc.,  a company  involved  in  medicine  and the  environment  where his duties
included the overall management of the affairs of the company. From 1989 to 1996
he also was a consultant to several high tech companies and financial adviser to
foreign  investors  in  France.  From  1986  to  1989,  Mr.  Asselineau  was the
co-founder  and  President  of Imapply  International,  an image  treatment  and
artificial intelligence company where his duties included the overall management
of the affairs of the company . From1978 to 1980, Mr. Asselineau was a professor
of business law after  graduating  from the  University  of  Aix-en-Provence  in
France, legal section in 1977-78. None of the companies for which Mr. Asselineau
has worked  has any  present or past link,  directly  or  indirectly  with Smart
Technology.                                                                     

Bernard  Bouverot:  Mr. Bouverot,  38, is the CTO of Smart  Technology,  a Board
member  and the  Company's  secretary.  Prior to  Smart,  Mr.  Bouverot  was the
President  and  CEO  of  Verklenzen   Electronique,   a  firm   specializing  in
electronics,  the President of Smart IT, a company  specializing  in smart cards
and the  General  manager of Telemco,  a company  specializing  in software  for
central telecom servers.  Mr. Bouverot has an engineering  degree from Ecole des
Arts et Metiers and a DESS in Finance from Dauphine, France.                    

Jean Michel Gal, age 56 has served as our Chief Financial Officer since October,
2002 and Board member since March 4, 2003.  Prior to joining  Smart  Technology,
Mr. Gal was acting CFO of Madison  Pharmacy,  Inc.,  a company  specializing  in
hormone  replacement  therapy [1999 to 2001]. Mr. Gal has served on the Board of
Directors of Patient On Line, Inc. since 2000 and served as a consultant to that
company  from  2000  until  April  2002.  Patient  On Line,  Inc.  is a  company
specializing in electronic medical records.  In his capacity as a director,  Mr.
Gal is  required to spend  approximately  1day every 3 months  attending  to the
affairs  of that  company.  From  August  2000 to  January  2001,  Mr. Gal was a
consultant of Wall Street  Systems,  a software  company  specializing  in fixed
income and  foreign  exchange  products.  In prior  assignments,  Mr. Gal gained
experience in commercial,  investment  and merchant  banking during more than 25
years of US and European business employment.  His previous assignments included
Chief  Financial  Officer of  Lasertec  International,  Inc.,  a public  company
involved in cancer  treatment  and the  environment  [1977 to 1999],  Investment
Banker at Auerbach, Pollak & Richardson,  Inc. [1992 to 1997], Managing Director
of  GiroCredit  Merchant Bank in New York [1988 to 1992],  a Vice  President and
Unit Head of Leveraged  Finance at Citibank NA and Deputy Head of the  Corporate
Finance  Group in Paris  [1980 to 1988].  Early in his  career,  Mr. Gal was the
Manager of International Finance at Borden, Inc. in New York [1974 to 1976]. Mr.
Gal has an MBA from  Columbia  University  [1972] and a law degree  [1969] and a
diploma [1970] from the "Institut d'Etudes Politiques" in Paris.                

Remuneration and Employment Contracts                                           

At  inception,  Mr.  Asselineau  was issued  600,000  shares of our common stock
valued at $60 for  services  including,  but not limited to  preparation  of the
Articles of  Incorporation,  the Bylaws,  determination  of the  application  of
various Florida statutes,  assistance with the preparation of the business plan,
consultation  on the website design and marketing and review and analysis of the
financial requirements of Smart Technology.  Based on the fact that these shares
were granted at inception  with no market at all, we believe that this  issuance
and the valuation are fair.                                                     

Except for this described  compensation,  it is not anticipated that our officer
will received any cash or non-cash  compensation  for their services  except for
salaries. We do not have an employment contract with any of our officers. Due to
our limited amount of funds,  we did not believe it would be  advantageous to us
to commit to contractual arrangements. Should we be successful with our offering
at a minimum,  then our  Directors  intend to consider the benefits  that may be
derived from entering into contracts with our employees as well as paying them a
competitive salary, including Mr. Asselineau, Mr. Bouverot and Mr.Gal.          

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Compensation of Directors                                                       

Until we have  significant  sales revenues,  no member of the Board of Directors
will be paid separately for their services.  Directors' out- of-pocket  expenses
will be reimbursed upon presentation of appropriate  documents.  Mr. Asselineau,
Mr. Bouverot and Mr. Gal are our sole Directors.                                

Employee Benefits                                                               

We do not provide officers with pension,  stock appreciation  rights,  long-term
incentive or other plans but have the  intention of  implementing  such plans in
the future.                                                                     

We intend to implement a restricted employee stock option plan. Under this plan,
the Board of Directors  could grant  employees,  directors and certain  advisors
options  to  purchase  shares  at  exercise  prices  of at least 85% of the then
current  market  price.  Income from any such  options is not expected to be tax
deferrable. As of the date of this prospectus, the plan has not been defined and
no options have been granted but it is  anticipated  that 500,000 shares will be
reserved when such plan is implemented.  We intend to seek shareholder  approval
for the plan.                                                                   

We intend  to adopt an  employee  bonus  program  to  provide  incentive  to our
employees.  This plan would pay bonuses in cash or stock to employees based upon
our pre-tax or after-tax profit for a particular period. We also intend to adopt
a retirement plan, such as a 401(k) retirement plan and to implement an employee
health plan comparable to the industry standard. Establishment of such plans and
their  implementation  will be at the discretion of the Board of Directors.  Any
such bonus plan will be based on annual objective, goal-based criteria developed
by the Board of Directors for eligible participants and any options granted will
be  exercisable  only at prices greater than or equal to the market value of the
underlying  shares on the date of their  grant.  We  intend to seek  shareholder
approval for the employee bonus and 401(k) plans.                               

LITIGATION

There has never been any material civil,  administrative or criminal proceedings
concluded, pending or on appeal against Mr. Asselineau, Mr. Bouverot, Mr. Gal or
us.                                                                             

THE COMPANY'S PROPERTY

We do not own any  real  property  and do not  have a  principal  plant or other
materially important physical property.  Currently, we conduct our business from
222 Lakeview Avenue, and 414 rue Saint Honore,  Paris,  France, which we believe
will be  sufficient  for our  purposes  until such time as we have  reached  the
minimum and engaged additional employees.                                       

SECURITIES OWNERSHIP OF CERTAIN OWNERS AND THE PRINCIPAL SHAREHOLDER

The  following  table  summarizes  certain   information  with  respect  to  the
beneficial  ownership  of company  shares,  immediately  prior to and after this
offering.  The following  table sets forth  information as of December 31, 2002,
regarding  the  ownership  of common stock by each  shareholder  known to be the
owner of more than 5% of the outstanding shares, each director and all executive
officers and directors as a group.  Except as otherwise  indicated,  each of the
shareholders  has sole voting and investment power with respect to the shares of
common stock beneficially owned.                                                

                                                        [Enlarge/Download Table]

                                                                           After the Offering           
                                       Prior to Offering (1)           Minimum              Maximum     
Name and Address of Beneficial Owner:    Number          %        Number       %        Number        % 
-------------------------------------  ---------   --------   -----------  -------  -----------  -------
                                                                                                        
Marc Asselineau (2)                     600,000       52.3        600,000    50.1      600,000     41.5 
222 Lakeview Avenue, PMB 433                                                                            
West Palm Beach, FL33401                                                                                

Bernard Bouverot                              0          0             0        0            0        0 
222 Lakeview Avenue, PMB 433                                                                            
West Palm Beach, FL33401                                                                                

Mr. Jean-Michel Gal                           0          0             0        0            0        0 
222 Lakeview Avenue, PMB 433                                                                            
West Palm Beach, FL33401                                                                                

DMI Joaillerie Paris                     84,851        7.4        84,851(3)   7.1       84,851(3)   5.9 
Control persons:  Mahmoud                                                                               
Hamza and Jean-Luc Matte                                                                                
95 Rue La Boetie                                                                                        
Paris, France 75008                                                                                     

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                                                        [Enlarge/Download Table]
                                                                                         
Matthews Morris, Inc              100,000    8.7    100,000(3)    8.4    100,000(3)   6.9
Control person:                                                                          
Christophe Giovanetti                                                                    
28 Boulevard Malasherbes                                                                 
Paris, France 75008                                                                      

All Directors, Officers                                                                  
and Shareholders                                                                         
as a Group (three (3) persons)    600,000   52.3    600,000      50.1    600,000     41.5

Total Shares Outstanding        1,146,819  100.0  1,196,819     100.0  1,446,819    100.0

(1)  Based upon 1,146,819  shares of our common stock issued and  outstanding as
of December 31, 2002.                                                 
(2)  Mr. Asselineau,  Mr. Bouverot and Mr. Gal may be deemed promoters under the
     Act.  Mr.  Asselineau,  Mr.  Bouverot  and Mr.  Gal are our  directors  and
executive officers.                                                   
(3)  As indicated in the selling  shareholders  table,  DMI Joaillerie Paris and
     Matthews  Morris,  Inc.  may sell up to 66,851 and 100,000  shares of their
     common stock  respectively.  Matthews Morris Inc.,  which is a company that
     provides business and financial consulting  services,  is controlled by Mr.
Christophe Giovannetti.                                               

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

Since our  inception,  we have achieved the important  steps,  including (1) the
conclusion  of our  negotiations  with the "best of breed"  providers  of Global
Positioning System (GPS) tracking and communication  technology.  Two technology
providers were retained;  the Digital Angel Systems  located in Ontario,  CA and
GAP AG, a long established German company located near Munich, and listed on the
Frankfurt Stock Exchange.  We chose to partner-up with GAP since we believe that
their  products  have a clear  advantage  over  all the  competition,  including
Digital  Angel.  Their  products  have been on the market for several  months in
Europe  and they offer  functionalities  and  options  that in our  opinion  are
superior to anyone else. The choice of GAP also considerably reduces our capital
requirements  because GAP products are already on the market with their existing
software support platform,  which alleviates the requirement to build our own at
considerable  expense.  As exclusive  distributor  of GAP products,  we have the
right to  utilize  their  software  support  platform.  Our  only  out-of-pocket
expenses are the server and the translation  from German and English into French
of the  software  interface.  The  choice  of GAP  products  also  implied a new
direction in our primary  market focus.  Since their products are ideally suited
for the professional  markets,  we decided to focus primarily on that market and
to place the mass  markets in a secondary  position.  The mass markets are still
part in our strategy;  however the professional  markets represent even a larger
potential  in Europe and the Middle  East than the  mass-markets  in the present
stage of the technology and as a consequence, they have become the primary focus
of  our  business  strategy.   The  professional  markets  do  not  entail  vast
Advertising  and  Promotion  expenses,  thereby  further  reducing  our  capital
requirements; (2) We implemented our strategic direction by signing an exclusive
distribution  contract with GAP, and (3) by purchasing their French distributor,
Irisio SARL.                                                                    

Irisio is French  company  established in 2001 by its sole owner,  Mr.  Frederic
Massiot. That company,  which is profitable,  is specialized in the distribution
of technology  products linked to personal and vehicle  safety,  and as such was
distributing  the GAP  product.  By  purchasing  Irisio,  we gain  access  to an
existing  structure for  distribution in France and the Middle East. The role of
Irisio as a Smart Technology  subsidiary is to market location and communication
products  manufactured  by GAP in the French  market and also in the Middle East
under the  contractual  Value Added  Reseller  agreement  signed between GAP and

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Smart  Technology;  (4) the signature of the VAR contract  between GAP and Smart
Technology  was effected on February 5, 2003, by which GAP and Smart  Technology
have entered into a Value Added Reseller agreement (VAR). This contract pertains
to the distribution of the GAP products in France, Saudi Arabia,  Kuwait, Syria,
Lebanon,   UAE,  Qatar,   Bahrain  and  Yemen.  The  contract  is  an  exclusive
distribution  contract for 2 years,  under the condition  that certain quotas be
reached for each of the countries  under the agreement.  At maturity of 2 years,
the contract may be extended on the basis of good faith negotiations between the
parties.                                                                        

In addition, we have conducted limited business operations including creation of
our initial website,  marketing research,  product research,  preparation of our
patent  application,  organizational  and  capital-raising  activities.  For the
period from inception  through June 30, 2003, we have had $103,000  revenue from
operations and accumulated  operating expenses amounted to $830,621.  We propose
to sell GPS  tracking  devices  to the public via  commercial  distribution.  We
intend to price our products at the following levels:                           

HiPer and HiTrack retail           1,150 Euros/each                     
HiPer and HiTrack wholesale           850 Euros/each                    

As of June 30, 2003, we had $81,250 in cash in the bank and we believe that this
will  meet  our  specific  cash  requirements  for the next 3 to 12  months.  In
addition,  we  have  completed  a  majority  of  the  start-up   organizational,
fund-raising and research activities  necessary to position us to start the next
level of our business. We do not foresee the incurring of substantial additional
losses at this point.  However, we must successfully  complete this offering (at
least the $250,000 minimum),  in order to expand our distribution  outlets, hire
our  technology  manager  and our sales  manager.  We do not intend to  purchase
additional  real or personal  property or equipment  until the  completion of at
least the minimum of this  offering.  We  anticipate  that these  efforts can be
undertaken with our cash on hand and the raising of the minimum of $250,000 from
this offering.  If we are unable to generate additional  sufficient capital from
our offering or revenue from  operations  to implement  our business  plans,  we
intend to explore  all  available  alternatives  for debt and equity  financing,
including private and public securities offerings.                              

Initially,  Mr. Asselineau,  Mr. Bouverot and Mr. Gal will be solely responsible
for developing our business. However, when sufficient capital becomes available,
we expect to employ a  technology  manager  and a sales  manager,  pay our Chief
Financial Officer a salary and engage clerical staff. In addition,  we expect to
continuously  engage in market research in order to improve our initial software
platform and planned future  products and to monitor new market trends and other
critical  information deemed relevant to our business.  This continuous research
will take in the form of reports from our sole officers.                        

For the Years Ended December 31, 2002 and 2001                                  

Financial Condition, Capital Resources and Liquidity                            

General                                                                         

1. As of June 30, 2003, we had $223,181 in assets and $13,309 of liabilities.   

2.  Since  inception,  we have  received  $857,854  in  cash,  $70,732  in stock
subscriptions receivable and $101,902 in services as payment for the issuance of
shares.                                                                         

3. Our working capital is presently  $174,803,  which is minimal relative to our
plan and there can be no assurance that our financial condition will improve.   

4.  Management  expects to continue to have minimal working capital or a working
capital deficit as a result of current liabilities.                             

Issuance of Stock                                                               

1. At inception,  the Company issued  815,775  shares of its  restricted  common
stock to Marc Asselineau, Matthews Morris, DMI Joaillerie, Raymond Trebuchon and
Eloi Tichit valued at $0.0001 per share for a total value of $81.58 for services
rendered in connection  with the concept  development  and  organization  of the
Company.  For such  issuances,  the  Company  relied  upon  Section  4(2) of the
Securities  Act of 1933,  as amended and Rule 506 of  Regulation  D  promulgated
thereunder and Section 402(b)(9) of the Massachusetts securities laws.          

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2. In June 2001, the Company sold 45,029 shares of its  restricted  common stock
to Republic  Security Group valued at $1.00 per share for a total  consideration
of $40,029 in cash and $5,000 in stock subscriptions.  Republic Securities Group
has no affiliation to Smart  Technology.  For such sale, the Company relied upon
Section  4(2)  of the  Securities  Act of  1933,  as  amended  and  Rule  506 of
Regulation D promulgated thereunder.                                            

3. In November  and  December  2001,  the Company  issued  31,853  shares of its
restricted common stock to Raymond Trebuchon,  Phillippe Notton, Paul Firbal and
Etienne Norbert for investor  relations services valued at $2.50 per share for a
total value of $79,633. For such issuances, the Company relied upon Section 4(2)
of the  Securities  Act of  1933,  as  amended  and  Rule  506 of  Regulation  D
promulgated thereunder.                                                         

4. From August  through  December  2001,  the Company sold 142,591 shares of its
restricted  common stock to  twenty-five  (25) persons valued at $2.50 per share
for  a  total   consideration   of   $290,745  in  cash  and  $65,732  in  stock
subscriptions.  For such sales,  the Company  relied  upon  Section  4(2) of the
Securities  Act of 1933,  as amended and Rule 506 of  Regulation  D  promulgated
thereunder.                                                                     

5. During 2002, the Company received cash in the amount of $65,702 for the stock
subscriptions  outstanding  at December 31, 2001. In January and February  2002,
the Company sold 88,346 shares of its  restricted  common stock to  twenty-three
(23) persons for cash and subscriptions  receivable totaling $265,038,  or $3.00
per share.                                                                      

6. In January and February 2002, the Company issued 8,519 shares of common stock
in exchange for investor  relations  services to Joseph Robert and Daniel Guerin
valued at $22,187, or $2.60 per share. For such sales and issuances, the Company
relied upon Section 4(2) of the  Securities Act of 1933, as amended and Rule 506
of Regulation D promulgated thereunder.                                         

7. In the third and fourth quarters of 2002, , the Company sold 14,706 shares of
its   restricted   common  stock  to  twenty-two   (22)  persons  for  cash  and
subscriptions receivable totaling $73,312, or $5.00 per share.                  

Even though we believe  with the  successful  minimal  offering,  we will obtain
sufficient capital with which to implement our business plan on a limited scale,
we do not expect to continue  operations on a larger scale without an additional
increase  in revenue  from the  promotion  and/or  and  additional  infusion  of
capital.  In order to obtain  additional  equity  financing,  management  may be
required to dilute the interest of existing shareholders.                       

Net Operating Losses                                                            

We have net  operating  losses  carry-forwards  of $847,500  expiring  $305,100,
$434,000 and $108,000 at December 31, 2023, 2022 and 2021. We have established a
100% valuation  allowance for this asset.  Until our current operations begin to
produce earnings, our ability to utilize these carry-forwards is unclear.       

Historical Fact Versus Projection and Expectation                               

Statements  contained  in this  document,  which are not  historical  fact,  are
forward-looking  statements based upon management's current expectations.  These
subjective  assessments are subject to risks and uncertainties  that could cause
actual results to differ materially from those stated or implied by the forward-

Recent Accounting Pronouncements                                                

In December 1999, the Securities and Exchange commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statement" summarizing
the SEC's views in applying generally accepted accounting  principles to various
recognition issues.  Management believes that its revenue recognition  practices
are in conformity with SAB No. 101.                                             

In April  2000,  the FASB  issued  FASB  Interpretation  No. 44 ("FIN No.  44"),
"Accounting  for  Certain   Transactions   Involving  Stock   Compensation:   An
Interpretation of APB No. 25." We have adopted the provisions of FIN No. 44, and
such adoption did not impact our results of operations.                         

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In September  2000,  the FASB issued SFAS No. 140 " Accounting for Transfers and
Servicing of Financial Asset and  Extinguishment of Liabilities",  a replacement
of SFAS No. 125.  The  standard is  effective  in 2001 and  management  does not
expect the standard to have any effect on our  financial  position or results of
operations.                                                                     

In July 2001, the FASB issued SFAS No. 141 "Business  Combinations" and SFAS No.
142 "Goodwill and Other  Intangible  Assets."  These  standards are effective in
2001 and  management  does not  expect the  standards  to have any effect on our
financial position or results of operations.                                    

In July 2001, the SEC issued SAB 102 "Selected  Loan Loss Allowance  Methodology
and  Documentation  Issues." We do not expect this SAB to have any effect on our
financial position or results of operations.                                    

In August 2001, the FASB issued SFAS No. 143  "Accounting  for Asset  Retirement
Obligations." Management does not expect this standard to have any effect on our
financial position or results of operations.                                    

In October 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment of
Disposal of Long-Lived Assets." Management does not expect this standard to have
any effect on our financial position or results of operations.                  

In April 2002, the FASB issued SFAS No. 145,  "Recission of FASB  statements No.
4, 44 and 64,  amendment of FASB  statement No. 13, and technical  corrections."
Management  does not expect this  standard  to have any effect on our  financial
position or results of operations.                                              

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for costs  associated
with exit or disposal  activities."  Management does not expect this standard to
have any effect on our financial position or results of operations.             

In  October  2002,  the FASB  issued  SFAS No.  147,  "Acquisitions  of  certain
financial  institutions."  Management  does not expect this standard to have any
effect on our financial position or results of operations.                      

 CERTAIN PROVISIONS OF FLORIDA LAW
AND OF THE COMPANY'S ARTICLES OF INCORPORATION AND BYLAWS 

Under  certain  provisions  of  Florida  law and of the  Company's  Articles  of
Incorporation  and  Bylaws,   the  Company's   officers  and  directors  may  be
indemnified  from  personal  liability.  Certain  steps the Company has taken to
indemnify   and/or  hold  its  officers   and   directors  in  its  Articles  of
Incorporation  or Bylaws may be ineffective  due to public policy or limitations
on such provisions by statutory and/or case law.                                

ABSENCE OF CURRENT PUBLIC MARKET

There is no current  public  trading  market for the shares.  While we intend to
have  a  market  maker  apply  to  qualify  the  shares  for  quotation  on  the
Over-the-Counter  Bulletin  Board  ("OTCBB")  after the  effective  date of this
prospectus,  there is no  assurance  that we can satisfy  the current  pertinent
listing standards or, if successful in getting listed, avoid later de-listing.  

DESCRIPTION OF STOCK

Our shares  may be  subject to the  low-priced  security  (or  so-called  "penny
stock")  rules  that  impose   additional   sales   practice   requirements   on
broker-dealers who sell such securities.  For any transaction  involving a penny
stock,  the rules  require  (among  other  things)  the  delivery,  prior to the
transaction,  of a disclosure  schedule  required by the Securities and Exchange
Commission  (SEC") relating to the penny stock market.  The  broker-dealer  also
must  disclose  the  commissions  payable  to  both  the  broker-dealer  and the
registered  representative and current  quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the customer's  account. If our shares are characterized as
a penny stock,  the ability of  purchasers in this offering to sell their shares
could be limited regardless of whether or not a secondary market develops.      

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Common Stock                                                                    

We are authorized to issue 50,000,000 shares of common stock, $0.0001 par value.
Our legal  counsel,  Mintmire  and  Associates,  has  concluded  the  issued and
outstanding  shares of common  stock being  registered  will be validly  issued,
fully paid and  non-assessable.  In order to obtain equity financing,  we may be
required to dilute the interest of existing shareholders or forego a substantial
portion of our revenues, if any.                                                

All shares have equal voting rights of one vote per share. Shareholders may vote
in all matters to be voted upon by the shareholders. A majority vote is required
on all corporate  action.  Cumulative voting in the election of directors is not
allowed, which means that the holders of more than 50% of the outstanding shares
can elect all the  directors as they choose to do so and, in such an event,  the
holders of the  remaining  shares will not be able to elect any  directors.  The
shares have no preemptive, subscription, conversion or redemption rights and can
only be issued as fully-paid and non-assessable shares.                         

Dividends                                                                       

The holders of outstanding  shares are entitled to receive  dividends out of the
assets legally available whenever and in whatever amounts the Board of Directors
may determine. We do not expect to pay dividends for the foreseeable future.    

Preferred Stock                                                                 

We are authorized to issue  10,000,000  shares of preferred  stock,  $0.0001 par
value.  The  issuance  of  preferred  stock  does not  require  approval  by our
shareholders.  Preferred  shareholders may have the right to receive  dividends,
certain  preferences in liquidation and conversion and other rights.  Currently,
we have no issued and outstanding preferred shares and none are contemplated.   

Transfer Agent                                                                  

The transfer  agent is Interwest  Transfer  Company whose offices are located at
1981 East Murray Holliday Rd., Salt Lake City, Utah 84117.                      

Certain Provision of Florida Law                                                

Section  607.0902 of the Florida  Business  Corporation Act prohibits  voting by
shareholders in a publicly-held Florida corporation who acquired their shares in
a "control share acquisition"  unless the acquisition of incorporation or bylaws
specifically state that this section does not apply. A control share acquisition
is an acquisition of shares that immediately entitles the shareholder to vote in
the election of directors within each of the following ranges of voting power:  

1. one-fifth or more, but less than one-third of such voting power;             
2. one-third or more, but less than a majority of such voting power; or         
3. more than a majority of such voting power.                                   

Our Amended  Articles of  Incorporation  specify that Section  607.0902 does not
apply to control-share acquisitions of shares we offer.                         

SUBSCRIPTION PROCEDURE

In order to purchase shares:                                                    

1. An investor  must  complete and sign copy of the  subscription  agreement and
power of attorney.                                                              

2. Checks  should be made payable as follows:  Donald F.  Mintmire,  P.A.  Trust
Account. The minimum check amount accepted is $2,500.                           

3. The check and the subscription agreement should be mailed or delivered to the
escrow  agent at:  Mintmire  and  Associates  265 Sunrise  Avenue Suite 204 Palm
Beach, FL 33480.                                                                

You must indicate in the  subscription  agreement  whether your net worth and/or
annual income meet  indicated  suitability  standards  set forth in  "Prospectus
Summary." In addition,  you must indicate that you have received this prospectus
and that you are a citizen or permanent resident of the United States.          

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Escrow Account                                                                  

Funds from the sale of this  offering  will be retained  in an  attorney  escrow
account  maintained  with  our  securities  counsel.   Under  pertinent  Florida
regulation,  interest  will be paid to the Florida Bar  Association  for funding
attorney   representation   for  those  who  cannot  otherwise  afford  counsel.
Accordingly, any interest will not be paid to shareholders or us. If the minimum
is not achieved,  the full subscription amount will promptly be returned without
deduction.                                                                      

ERISA CONSIDERATIONS

Those who consider  purchasing  shares on behalf of qualified plans are urged to
consult with tax and ERISA  counsel to determine  that such a purchase  will not
result in a violation  of  prohibited  transaction  under  ERISA,  the  Internal
Revenue Code or other applicable law. We will rely on the determination  made by
such  experts,  although no shares will be sold to any plans if we believe  that
the sale will result in a prohibited transaction under ERISA or the Code.       

 LEGAL MATTERS

The validity of Shares being offered by this  prospectus will be passed upon for
by Mintmire and Associates,  265 Sunrise Avenue Suite 204, Palm Beach,.  Florida
33480. This firm acts as counsel to Smart  Technology,  the issuer of the shares
offered by this prospectus.  The firm was not hired on a contingent  basis, will
not receive a direct or  indirect  interest  in Smart  Technology  and was not a
promoter,  underwriter,  voting trustee,  director, officer or employee of Smart
Technology.                                                                     

 EXPERTS

The financial  statements  included in this  prospectus and in the  registration
statement  have been  audited  by  Durland & Company,  CPAs,  P.A.,  independent
certified public accountants.  Their report contains  information  regarding our
ability  to  continue  doing  business.  The firm was not hired on a  contingent
basis,  will not receive a direct or indirect  interest in Smart  Technology and
was not and is not a promoter, underwriter, voting trustee, director, officer or
employee  of  Smart  Technology.  The  firm has  been  the  auditors  for  Smart
Technology  since its inception and there have been no changes in accountants or
disagreements with them.                                                        

 AVAILABLE INFORMATION

We have filed a  Registration  Statement  on Form SB-1 with the  Securities  and
Exchange  Commission with respect to the securities  offered in this prospectus.
This  prospectus  does not contain all of the  information  in the  Registration
Statement.  Certain  portions  have  been  omitted  pursuant  to the  rules  and
regulations of the SEC. You may inspect and copy the  registration  statement at
the public reference facilities of the SEC's Main Office at 450 Fifth Avenue NW,
Washington, DC 20549.                                                           

Copies of the  registration  statement can be obtained from the Public Reference
Section of the SEC's main office. Statements made, in this prospectus concerning
the contents of any documents  referred to herein are not  necessarily  complete
and in each instance,  are qualified in all respects by reference to the copy of
the entire document filed as an exhibit to the Registration Statement.          

For further information about us and our shares of common stock we are offering,
you may inspect a copy of our registration  statement and the associated  filing
documents  at the  public  reference  facilities  of the SEC.  The  registration
statement and related  materials  have also been filed  electronically  with the
SEC.  Accordingly,  these  materials  can be accessed  through the SEC's website
which contains reports,  proxy and information  statements and other information
regarding registrants (http// www.sec.gov).                                     

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 INDEX TO FINANCIAL STATEMENTS

Balance Sheet...............................................................F-2 

Statement of Operations.....................................................F-3 

Statement of Stockholders' Equity...........................................F-4 

Statement of Cash Flows.....................................................F-5 

Notes to Financial Statement................................................F-6 

                                                                           F-1

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                             Smart Technology, Inc.                                                                   
                                  Balance Sheet                                                                       

                                                                             June 30,              December 31,       
                                                                               2003                    2002           
                                                                     ----------------------- ------------------------ 
                                                                           (unaudited)                                
                                                                                                                      
                        ASSETS                                                                                        
CURRENT ASSETS                                                                                                        
  Cash                                                               $                81,250 $                309,863 
  Accounts receivable                                                                 10,224                        0 
  Inventory                                                                           96,638                        0 
                                                                     ----------------------- ------------------------ 

          Total current assets                                                       188,112                  309,863 
                                                                     ----------------------- ------------------------ 

FIXED ASSETS                                                                                                          
  Equipment                                                                            5,072                        0 
  Less: accumulated depreciation                                                      (1,241)                       0 
                                                                     ----------------------- ------------------------ 
          Total fixed assets                                                           3,831                        0 

OTHER ASSETS                                                                                                          
   VAT taxes                                                                           1,073                        0 
   Deposits and other assets                                                          15,826                        0 
   Goodwill                                                                           14,339                        0 
                                                                     ----------------------- ------------------------ 
                                                                                      31,238                        0 

Total Assets                                                         $               223,181 $                309,863 
                                                                     ======================= ======================== 

                        LIABILITIES AND STOCKHOLDERS' EQUITY                                                          
CURRENT LIABILITIES                                                                                                   
  Accounts payable                                                   $                13,309 $                 15,541 
  Short-term loan                                                                          0                        0 
                                                                     ----------------------- ------------------------ 

          Total current liabilities                                                   13,309                   15,541 
                                                                     ----------------------- ------------------------ 

Total Liabilities                                                                     13,309                   15,541 
                                                                     ----------------------- ------------------------ 

STOCKHOLDERS' EQUITY                                                                                                  
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;                        0                          
      0 issued and outstanding                                                                                      0 
  Common stock, $0.0001 par value, authorized 50,000,000 shares;                                                      
      1,189,559 and 1,146,819 issued and outstanding, respectively                       119                      115 
  Additional paid-in capital                                                       1,055,339                  841,643 
  Stock subscriptions receivable                                                           0                   (5,030)
  Accumulated comprehensive income (loss)                                              1,888                        0 
  Accumulated deficit                                                               (847,474)                (542,406)
                                                                     ----------------------- ------------------------ 

          Total stockholders' equity                                                 209,872                  294,322 
                                                                     ----------------------- ------------------------ 

Total Liabilities and  Stockholders' Equity                          $               223,181 $                309,863 
                                                                     ======================= ======================== 

 The accompanying notes are an integral part of the financial statements

                                                                           F-2

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                             Smart Technology, Inc.                                                                          
                             Statement of Operations                                                                         
                                   (Unaudited)                                                                               

                                                                                                           Period from       
                                                                                                           May 14, 2001,     
                                                                                                           (Inception),      
                                               Six Months           Six Months          Year Ended            through        
                                                  Ended           Ended June 30,       December 31,        December 31,      
                                              June 30, 2003            2002                2002                 2001         
                                            ------------------- -------------------- ------------------- ------------------- 
                                               (unaudited)         (unaudited)                              (unaudited)      

                                                                                                                             
REVENUES                                    $           102,613 $                  0 $                 0 $                 0 

COST OF SALES                                            67,011                    0                   0                   0 
                                            ------------------- -------------------- ------------------- ------------------- 

     GROSS MARGIN                                        35,602                    0                   0                   0 

OPERATING EXPENSES                                                                                                           
   Salaries                                              72,346                3,000              31,000                   0 
   General and administrative expenses                  266,202              105,137             353,453             107,017 
   Depreciation                                             524                    0                   0                   0 
   Services - related party                                   0                    0                   0                  79 
                                            ------------------- -------------------- ------------------- ------------------- 

        Total expenses                                  339,072              108,137             384,453             107,096 
                                            ------------------- -------------------- ------------------- ------------------- 

Loss from operations                                   (303,470)            (108,137)           (384,453)           (107,096)

OTHER INCOME (EXPENSE)                                                                                                       
   Reserve for impairment of asset                            0                    0             (50,000)                  0 
   Interest expense                                        (711)                   0                   0                   0 
   Foreign taxes                                           (887)                   0                   0                   0 
   Foreign currency transaction gain (loss)                   0                    0                   0                (857)
                                            ------------------- -------------------- ------------------- ------------------- 

        Total other income (expense)                     (1,598)                   0             (50,000)               (857)
                                            ------------------- -------------------- ------------------- ------------------- 

Net loss                                    $          (305,068)$           (108,137)$          (434,453)$          (107,953)
                                            =================== ==================== =================== =================== 

Loss per weighted average common share      $          (0.26)   $          (0.10)    $          (0.39)   $          (0.12)   
                                            =================== ==================== =================== =================== 

Number of weighted average common shares                                                                                     
outstanding                                           1,169,177            1,035,248           1,125,903             926,207 
                                            =================== ==================== =================== =================== 

 The accompanying notes are an integral part of the financial statements

                                                                           F-3

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                             Smart Technology, Inc.                                                                               
                        Statement of Stockholders' Equity                                                                         

                                                                                                     Deficit                      
                                                                                                   Accumulated                    
                                                                        Additional      Stock       During the          Total     
                                               Number of      Common      Paid-In       Subs.      Development      Stockholders' 
                                                 Shares        Stock      Capital    Receivable       Stage            Equity     
                                            -------------  ---------- ------------ ------------ --------------- ----------------- 

                                                                                                                                  
BEGINNING BALANCE, May 14, 2001                         0  $        0 $          0 $          0 $             0 $               0 

Shares issued for services  - $0.0001/sh.         815,775          82            0            0               0                82 
Shares issued for cash - $1.00/sh.                 45,029           4       45,025       (5,000)              0            40,029 
Shares issued for services - $2.50/sh.             31,853           3       79,630            0               0            79,633 
Shares issued for cash - $2.50/sh.                142,591          14      356,463      (65,732)              0           290,745 

Net loss                                                0           0            0            0        (107,953)         (107,953)
                                            -------------  ---------- ------------ ------------ --------------- ----------------- 

BALANCE, December 31, 2001                      1,035,248         103      481,118      (70,732)       (107,953)          302,536 

Shares issued for services - $2.60/sh.              8,519           1       22,186            0               0            22,187 
Shares issued for cash - $3.00/sh.                 88,346           9      265,029            0               0           265,038 
Shares issued for cash - $5.00/sh.                 14,706           2       73,310            0               0            73,312 
Stock subscriptions collected                           0           0            0       65,702               0            65,702 

Net loss                                                0           0            0            0        (434,453)        (434,453) 
                                            -------------  ---------- ------------ ------------ --------------- ----------------- 

BALANCE, December 31, 2002                      1,146,819         115      841,643       (5,030)       (542,406)          294,322 

Shares issued for cash - $5.00/sh                  36,740          37      183,663        5,030               0           188,730 
Shares issued for acquisition                       6,000           6       29,994            0               0            30,000 
Other comprehensive income (loss)                       0           0            0            0           1,888             1,888 
Net loss                                                0           0            0            0        (305,068)         (305,068)
                                            -------------  ---------- ------------ ------------ --------------- ----------------- 

ENDING BALANCE, June 30, 2003                                                                                                     
(unaudited)                                     1,189,559  $      158 $  1,055,300 $          0 $      (845,586)$         209,872 
                                            =============  ========== ============ ============ =============== ================= 

 The accompanying notes are an integral part of the financial statements

                                                                           F-4

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                             Smart Technology, Inc.                                                                              
                             Statement of Cash Flows                                                                             
                                   (Unaudited)                                                                                   

                                                                                                                  Period from    
                                                                                                                 May 14, 2001,   
                                                           Six Months         Six Months                          (Inception),   
                                                              Ended              Ended          Year Ended          through      
                                                            June 30,           June 30,        December 31,       December 31,   
                                                              2003               2002              2002               2001       
                                                       -----------------  ----------------- -----------------  ----------------- 
                                                           (unaudited)        (unaudited)                                        
                                                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                            
Net loss                                               $        (305,068) $        (108,137)$        (434,453) $        (107,953)
Adjustments to reconcile net loss to net cash used by                                                                            
operating activities:                                                                                                            
   Stock issued for services                                           0                  0            22,187             79,715 
   Reserve for impairment of asset                                     0                  0            50,000                  0 
Changes in operating assets and liabilities                                                                                      
   (Increase) decrease in accounts receivable                     38,998                  0                 0                  0 
   (Increase) decrease in inventory                              (87,167)                 0                 0                  0 
   (Increase) decrease in VAT taxes                               (1,036)                 0                 0                  0 
   (Increase) decrease in deposits and other assets              (13,876)                 0                 0                  0 
   Increase (decrease) in accounts payable                       (24,401)                 0            15,541                  0 
                                                       -----------------  ----------------- -----------------  ----------------- 

Net cash used by operating activities                           (392,550)          (108,137)         (346,725)           (28,238)
                                                       -----------------  ----------------- -----------------  ----------------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                            
Acquisition of intangible asset                                        0            (50,000)          (50,000)                 0 
                                                       -----------------  ----------------- -----------------  ----------------- 

Net cash from investment activities                                    0            (50,000)          (50,000)                 0 
                                                       -----------------  ----------------- -----------------  ----------------- 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                            
   Proceeds from short-term loan                                       0                  0                 0              3,000 
   Repayment of short-term loan                                        0                  0            (3,000)                 0 
   Proceeds from issuance of common stock                        183,700            239,487           338,350            330,774 
   Proceeds from stock subscriptions receivable                    5,030             64,684            65,702                  0 
                                                       -----------------  ----------------- -----------------  ----------------- 

Net cash provided by financing activities                        188,730            304,171           401,052            333,774 
                                                       -----------------  ----------------- -----------------  ----------------- 

Effect of exchange rates on cash                                 (24,793)                 0                 0                  0 
                                                       -----------------  ----------------- -----------------  ----------------- 

Net increase (decrease) in cash                                 (228,613)           146,034             4,327            305,536 
                                                       -----------------  ----------------- -----------------  ----------------- 

CASH, beginning of period                                        309,863            305,536           305,536                  0 
                                                       -----------------  ----------------- -----------------  ----------------- 

CASH, end of period                                    $          81,250  $         451,570 $         309,863  $         305,536 
                                                       =================  ================= =================  ================= 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                                                                             
INFORMATION:                                                                                                                     
   Interest paid in cash                               $             711  $               0 $               0  $               0 
                                                       =================  ================= =================  ================= 
Non-Cash Financing Activities:                                                                                                   
   Common stock issued for subscriptions receivable    $               0  $               0 $           5,030  $         707,320 
                                                       =================  ================= =================  ================= 

 The accompanying notes are an integral part of the financial statements

                                                                           F-5

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Smart Technology, Inc.
 Notes to Financial Statements
(Information with regard to the six months ended
June 30, 2003 and 2002 is unaudited)

(1)  The Company Smart  Technology,  Inc.  (the Company) is a Florida  chartered
     corporation  which  conducts  business from its  headquarters  in West Palm
     Beach,  Florida.  The  Company  was  incorporated  on May 14,  2001 and has
     elected  December 31 as its fiscal year end. The Company  sells GPS related
products, principally in Europe at present.                           

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:                                

     a)  Use of  estimates  The  financial  statements  have  been  prepared  in
     conformity with generally accepted accounting principles.  In preparing the
     financial  statements,   management  is  required  to  make  estimates  and
     assumptions  that affect the reported  amounts of assets and liabilities as
     of the date of the  statements  of  financial  condition  and  revenues and
     expenses for the year then ended.  Actual results may differ  significantly
from those estimates.                                                 

     b)  Start-Up  costs Costs of start-up  activities,  including  organization
     costs,  are expensed as incurred,  in accordance with Statement of Position
(SOP) 98-5.                                                           

     c) Net loss per share  Basic  loss per  weighted  average  common  share is
     computed by dividing the net loss by the weighted  average number of common
shares outstanding during the period.                                 

     d) Stock  compensation  for services  rendered The Company issues shares of
     common stock in exchange for services  rendered.  The costs of the services
     are valued according to generally accepted  accounting  principles and have
been charged to operations.                                           

     e) Interim  financial  information  The  financial  statements  for the six
     months  ended  June 30,  2003 and  2002,  are  unaudited  and  include  all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
   The results for the six months are not indicative of a full year results.

(2)  Stockholders'  Equity  The  Company  has  authorized  50,000,000  shares of
     $0.0001 par value common stock, and 10,000,000  shares of $0.0001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     1,146,819  shares of common  stock issued and  outstanding  at December 31,
     2002. The Company had issued none of its shares of preferred stock at March
     31, 2003. In May 2001, the Company issued 815,775 shares of common stock to
     its founders for services  rendered in connection with the  organization of
the Company, valued at par value or $82.                              

     In June 2001, the Company sold 45,029 shares of common stock for $40,029 in
     cash and $5,000 in subscriptions  receivable.  From August through December
     2001,  the Company sold 142,591 shares of common stock for $290,745 in cash
     and  $65,732 in stock  subscriptions  receivable,  or $2.50 per  share.  In
     November and December  2001,  the Company  issued  31,853  shares of common
stock for services valued at $79,633, or $2.50 per share.             

                                                                           F-6

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Smart Technology, Inc.
 Notes to Financial Statements

(2)  Stockholders'  Equity (Continued) In the first quarter of 2002, the Company
     sold 88,346 shares of common stock for $265,038, or $3.00 per share. In the
     third and fourth quarters of 2002, the Company sold 14,706 shares of common
     stock for $73,312, or $5.00 per share. The Company received $65,732 in cash
     for the stock subscriptions  receivable.  In the first quarter of 2002, the
     Company issued 8,519 shares of common stock for services valued at $22,187,
or $2.60 per share.                                                   

     In the first two  quarters of 2003,  the Company  issued  36,740  shares of
     restricted  common stock in exchange  for $183,700 in cash.  In March 2003,
     the Company  issued  6,000 shares of  restricted  common  stock,  valued at
     $30,000  to  acquire  Irisio,  SARL,  a French  company in the same line of
business.                                                             

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial   reporting   purposes.   The  Company  had  net  operating  loss
     carry-forwards  for income tax purposes of approximately  $847,500 expiring
     $305,100,  $434,000  and  $108,000 at  December  31,  2023,  2022 and 2021,
     respectively. The amount recorded as deferred tax asset as of June 30, 2003
     is approximately $212,000 which represents the amount of tax benefit of the
     loss carry- forward. The Company has established a 100% valuation allowance
     against  this  deferred  tax  asset,  as  the  Company  has no  history  of
profitable operations.                                                

(4)  Significant  Acquisition  In  March  2003,  the  Company  entered  into  an
     agreement to acquire Irisio, S.A.R.L., a French corporation, for a price of
     30,000 Euros, (approximately $30,000), paid by the issuance of 6,000 shares
of the Company's restricted stock.                                    

(5)  Related Parties See Note (2) for shares issued for services to founders.   

(6)  Intangible  Assets  In June  2002,  the  Company  acquired  a  database  of
     information  from an unrelated  company in exchange for $50,000 in cash. In
     December 2002, the Company  elected to reserve for impairment of this asset
     because the Company has changed the focus of its expected initial marketing
efforts.                                                              

                                                                           F-7

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 INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Report................................................ F-9

Balance Sheet...............................................................F-10

Statement of Operations.....................................................F-11

Statement of Stockholders' Equity...........................................F-12

Statement of Cash Flows.....................................................F-13

Notes to Financial Statement................................................F-14

                                                                             F-8

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders                                         
Smart Technology, Inc.                                                          
(A Development Stage Enterprise)                                                
West Palm Beach, Florida                                                        

We have audited the  accompanying  balance  sheet of Smart  Technology,  Inc., a
development  stage  enterprise,  as  of  December  31,  2002,  and  the  related
statements  of  operations,  stockholders'  equity and cash flows for the period
from May 14,  2001  (Inception)  through  December  31,  2002.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.                                                                      

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.                                                                        

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Smart Technology,  Inc. as of
December 31, 2002 and the results of its  operations  and its cash flows for the
period from May 14, 2001  (Inception)  through  December 31, 2002, in conformity
with accounting principles generally accepted in the United States.             

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 5. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty. 

/s/ Durland & Company, CPAs, P.A.                                               
Durland & Company, CPAs, P.A.                                                   
Palm Beach, Florida                                                             
March 25, 2003                                                                  

                                                                             F-9

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                             Smart Technology, Inc.                                           
                        (A Development Stage Enterprise)                                      
                                  Balance Sheet                                               

                                                                December 31,    December 31,  
                                                                   2002            2001       
                                                               --------------   ------------- 
                                                                                              
                                  ASSETS                                                      
CURRENT ASSETS                                                                                
  Cash                                                         $      309,863   $     305,536 
                                                               --------------   ------------- 

          Total current assets                                        309,863         305,536 
                                                               --------------   ------------- 

Total Assets                                                          309,863   $     305,536 
                                                               ==============   ============= 

                   LIABILITIES AND STOCKHOLDERS' EQUITY                                       
CURRENT LIABILITIES                                                                           
  Accounts payable                                             $       15,541   $           0 
  Short-term loan                                                           0           3,000 
                                                               --------------   ------------- 

          Total current liabilities                                    15,541           3,000 
                                                               --------------   ------------- 

Total Liabilities                                                      15,541           3,000 
                                                               --------------   ------------- 

STOCKHOLDERS' EQUITY                                                                          
  Preferred stock, $0.0001 par value, authorized 10,000,000                                   
      shares; 0 issued and outstanding                                      0               0 
  Common stock, $0.0001 par value, authorized 50,000,000                                      
      shares; 1,146,819 and 1,035,248 issued and outstanding,                                 
      respectively                                                        115             103 
  Additional paid-in capital                                          841,643         481,118 
  Stock subscriptions receivable                                       (5,030)        (70,732)
  Deficit accumulated during the development stage                   (542,406)       (107,953)
                                                               --------------   ------------- 

          Total stockholders' equity                                  294,322         302,536 
                                                               --------------   ------------- 

Total Liabilities and  Stockholders' Equity                    $      309,863   $     305,536 
                                                               ==============   ============= 

 The accompanying notes are an integral part of the financial statements

                                                                            F-10

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                             Smart Technology, Inc.                                                        
                        (A Development Stage Enterprise)                                                   
                             Statement of Operations                                                       

                                                                                             From          
                                                                                         May 14, 2001      
                                                         Year Ended December 31,          (Inception)      
                                                     -------------------------------        through        
                                                          2002            2001         December 31, 2002   
                                                     --------------- --------------- --------------------- 
                                                                                                           
REVENUES                                             $             0 $             0 $                   0 
                                                     --------------- --------------- --------------------- 

OPERATING EXPENSES                                                                                         
   Salaries                                                   31,000               0                31,000 
   General and administrative expenses                       353,453         107,017               460,470 
   Services - related party                                        0              79                    79 
                                                     --------------- --------------- --------------------- 

          Total operating expenses                           384,453         107,096               491,549 
                                                     --------------- --------------- --------------------- 

Operating income (loss)                                     (384,453)       (107,096)             (491,549)

OTHER INCOME (EXPENSE)                                                                                     
   Reserve for impairment of asset                           (50,000)              0               (50,000)
   Foreign currency transaction gain (loss)                        0            (857)                 (857)
                                                     --------------- --------------- --------------------- 

          Total other income (expense)                       (50,000)           (857)              (50,857)
                                                     --------------- --------------- --------------------- 

Net loss                                             $      (434,453)$      (107,953)$            (542,406)
                                                     =============== =============== ===================== 

Loss per weighted average common share               $         (0.09)$         (0.12)                      
                                                     =============== ===============                       

Number of weighted average common shares outstanding       1,125,903         926,207                       
                                                     =============== ===============                       

 The accompanying notes are an integral part of the financial statements

                                                                            F-11

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                             Smart Technology, Inc.                                                                           
                        (A Development Stage Enterprise)                                                                      
                        Statement of Stockholders' Equity                                                                     

                                                                                                  Deficit                     
                                                                                                Accumulated                   
                                                                     Additional     Stock       During the         Total      
                                            Number of     Common      Paid-In       Subs.       Development    Stockholders'  
                                             Shares        Stock      Capital     Receivable       Stage          Equity      
                                           ------------ ----------- ------------ ------------ --------------- --------------- 

                                                                                                                              
BEGINNING BALANCE, May 14, 2001                       0 $         0 $          0 $          0 $             0 $             0 

Shares issued for services  - $0.0001/sh.       815,775          82            0            0               0              82 
Shares issued for cash - $1.00/sh.               45,029           4       45,025       (5,000)              0          40,029 
Shares issued for services - $2.50/sh.           31,853           3       79,630            0               0          79,633 
Shares issued for cash - $2.50/sh.              142,591          14      356,463      (65,732)              0         290,745 

Net loss                                              0           0            0            0        (107,953)       (107,953)
                                           ------------ ----------- ------------ ------------ --------------- --------------- 

ENDING BALANCE, December 31, 2001             1,035,248         103      481,118      (70,732)       (107,953)        302,536 

Shares issued for services - $2.60/sh.            8,519           1       22,186            0               0          22,187 
Shares issued for cash - $3.00/sh.               88,346           9      265,029            0               0         265,038 
Shares issued for cash - $5.00/sh.               14,706           2       73,310            0               0          73,312 
Stock subscriptions collected                         0           0            0       65,702               0          65,702 

Net loss                                              0           0            0            0        (434,453)       (434,453)
                                           ------------ ----------- ------------ ------------ --------------- --------------- 

ENDING BALANCE, December 31, 2002             1,146,819 $       115 $    841,643 $     (5,030)$      (542,406)$       294,322 
                                           ============ =========== ============ ============ =============== =============== 

 The accompanying notes are an integral part of the financial statements

                                                                            F-12

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                             Smart Technology, Inc.                                                       
                        (A Development Stage Enterprise)                                                  
                             Statement of Cash Flows                                                      

                                                                                             From         
                                                                                         May 14, 2001     
                                                         Year Ended December 31,          (Inception)     
                                                     -------------------------------        through       
                                                          2002            2001         December 31, 2002  
                                                     --------------- --------------- ---------------------
                                                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                     
Net loss                                             $      (434,453)$      (107,953)$           (542,406)
Adjustments to reconcile net loss to net cash                                                             
used by operating activities:                                                                             
   Stock issued for services                                  22,187          79,715              101,902 
   Reserve for impairment of asset                            50,000               0               50,000 
Changes in operating assets and liabilities                                                               
   Increase (decrease) in accounts payable                    15,541               0               15,541 
                                                     --------------- --------------- ---------------------

Net cash used by operating activities                       (346,725)        (28,238)            (374,963)
                                                     --------------- --------------- ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                     
   Acquisition of intangible asset                           (50,000)              0              (50,000)
                                                     --------------- --------------- ---------------------

Net cash used by investing activities                        (50,000)              0              (50,000)
                                                     --------------- --------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                     
   Proceeds from short-term loan                                   0           3,000                3,000 
   Repayment of short-term loan                               (3,000)              0               (3,000)
   Proceeds from issuance of common stock                    338,350         330,774              669,124 
   Proceeds from stock subscriptions receivable               65,702               0               65,702 
                                                     --------------- --------------- ---------------------

Net cash provided by financing activities                    401,052         333,774              734,826 
                                                     --------------- --------------- ---------------------

Net increase (decrease) in cash                                4,327         305,536              309,863 
                                                     --------------- --------------- ---------------------

CASH, beginning of period                                    305,536               0                    0 
                                                     --------------- --------------- ---------------------

CASH, end of period                                  $       309,863$        305,536 $            309,863 
                                                     =============== =============== =====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                                                      
INFORMATION:                                                                                              
Non-Cash Financing Activities:                                                                            
Common stock issued for subscriptions receivable     $             0$         70,732 $             70,732 
                                                     =============== =============== =====================

 The accompanying notes are an integral part of the financial statements

                                                                            F-13

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Smart Technology, Inc.
(A Development Stage Enterprise)
 Notes to Financial Statements

(1) The Company Smart  Technology,  Inc.  (the  Company) is a Florida  chartered
development  stage  corporation which conducts business from its headquarters in
West Palm Beach,  Florida.  The Company was incorporated on May 14, 2001 and has
elected December 31 as its fiscal year end.                                     

The Company has not yet engaged in its expected  operations.  Current activities
include raising  additional capital and negotiating with potential key personnel
and  facilities.  There is no  assurance  that any benefit will result from such
activities.  The  Company  will not  receive any  operating  revenues  until the
commencement  of operations,  but will  nevertheless  continue to incur expenses
until then.                                                                     

The following  summarize the more significant  accounting and reporting policies
and practices of the Company:                                                   

     a)  Use of  estimates  The  financial  statements  have  been  prepared  in
conformity  with  generally  accepted  accounting  principles.  In preparing the
financial  statements,  management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the
statements  of financial  condition  and revenues and expenses for the year then
ended. Actual results may differ significantly from those estimates.            

     b)  Start-Up  costs Costs of start-up  activities,  including  organization
costs, are expensed as incurred,  in accordance with Statement of Position (SOP)
98-5.                                                                           

     c) Net loss per share  Basic  loss per  weighted  average  common  share is
computed  by  dividing  the net loss by the  weighted  average  number of common
shares outstanding during the period.                                           

     d) Stock  compensation  for services  rendered The Company issues shares of
common stock in exchange for  services  rendered.  The costs of the services are
valued  according  to generally  accepted  accounting  principles  and have been
charged to operations.                                                          

(2) Stockholders' Equity The Company has authorized 50,000,000 shares of $0.0001
par value common stock,  and  10,000,000  shares of $0.0001 par value  preferred
stock.  Rights and privileges of the preferred stock are to be determined by the
Board of Directors prior to issuance. The Company had 1,146,819 shares of common
stock issued and  outstanding  at December 31, 2002. The Company had issued none
of its shares of preferred  stock at December 31, 2002. In May 2001, the Company
issued 815,775  shares of common stock to its founders for services  rendered in
connection with the organization of the Company, valued at par value or $82.    

In June 2001, the Company sold 45,029 shares of common stock for $40,029 in cash
and $5,000 in subscriptions  receivable.  From August through December 2001, the
Company sold 142,591  shares of common stock for $290,745 in cash and $65,732 in
stock  subscriptions  receivable,  or $2.50 per share.  In November and December
2001,  the Company  issued 31,853 shares of common stock for services  valued at
$79,633, or $2.50 per share.                                                    

In the first quarter of 2002, the Company sold 88,346 shares of common stock for
$265,038,  or $3.00 per share.  In the third and fourth  quarters  of 2002,  the
Company sold 14,706 shares of common stock for $73,312,  or $5.00 per share. The
Company received $65,702 of stock subscriptions receivable. In the first quarter
of 2002, the Company issued 8,519 shares of common stock for services  valued at
$22,187, or $2.60 per share.                                                    

                                                                            F-14

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Smart Technology, Inc.
(A Development Stage Enterprise)
 Notes to Financial Statements

(3) Income  Taxes  Deferred  income  taxes  (benefits)  are provided for certain
income and  expenses  which are  recognized  in  different  periods  for tax and
financial reporting purposes.  The Company had net operating loss carry-forwards
for income tax purposes of approximately $542,000 expiring $434,000 and $108,000
at December 31, 2022 and 2021, respectively. The amount recorded as deferred tax
asset as of December 31, 2002 is  approximately  $136,000  which  represents the
amount of tax benefit of the loss carry- forward.  The Company has established a
100% valuation  allowance against this deferred tax asset, as the Company has no
history of profitable operations.                                               

(4) Related Parties See Note (2) for shares issued for services to founders.    

(5)  Intangible  Assets  In June  2002,  the  Company  acquired  a  database  of
information from an unrelated company in exchange for $50,000. In December 2002,
the Company  elected to reserve for impairment of this asset because the Company
has changed the focus of its expected initial marketing efforts.                

(6) Subsequent Events                                                           

     a)  Acquisition  In March 2003,  the Company  entered  into an agreement to
acquire Irisio,  S.A.R.L.,  a French  corporation,  for a price of 30,000 Euros,
(approximately  $30,000),  paid by the issuance of 6,000 shares of the Company's
restricted stock.                                                               

                                                                            F-15

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 INDEX TO FINANCIAL STATEMENTS

Independent Auditor's Report................................................F-17

Balance Sheets..............................................................F-18

Statements of Operations and Comprehensive Income (Loss)....................F-19

Statements of Stockholders' Equity (Deficiency).............................F-20

Statements of Cash Flows....................................................F-21

Notes to Financial Statements...............................................F-22

                                                                            F-16

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders                                         
Irisio, S.A.R.L.                                                                
Juvisy Sur Orge                                                                 

We have  audited  the  accompanying  balance  sheets of Irisio,  S.A.R.L.,  (the
"Company") as of December 31, 2002 and the related  statements of operations and
comprehensive  income (loss),  stockholders'  equity (deficiency) and cash flows
for the two years ended December 31, 2002.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.                      

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.                                                                

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
2002 and the results of their  operations and their cash flows for the two years
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted in the United States.                                                  

/s/ Durland & Company, CPAs, P.A.                                               
Durland & Company, CPAs, P.A.                                                   

Palm Beach, Florida                                                             
March 20, 2003                                                                  

                                                                            F-17

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                                Irisio, S.A.R.L.                                                  
                                 Balance Sheets                                                   
                                  December 31,                                                    

                                                               2002                 2001          
                                                       ------------------- --------------------   
                                                                                                  
                ASSETS                                                                            
CURRENT ASSETS                                                                                    
  Cash and equivalents                                 $                  0 $                   0 
  Accounts receivable                                                46,459                33,990 
  VAT tax receivable                                                    985                 1,666 
   Inventory                                                          7,452                 2,216 
                                                       -------------------- --------------------- 
          Total current assets                                       54,896                37,872 
                                                       -------------------- --------------------- 

PROPERTY AND EQUIPMENT                                                                            
  Computers and equipment                                             3,450                 1,340 

        Less accumulated depreciation                                  (641)                 (113)
                                                       -------------------- --------------------- 

          Net property and equipment                                  2,809                 1,227 
                                                       -------------------- --------------------- 

OTHER ASSETS                                                                                      
  Deposits and other assets                                           1,331                   327 
                                                       -------------------- --------------------- 

          Net other assets                                            1,331                   327 
                                                       -------------------- --------------------- 
Total Assets                                           $             59,036 $              39,426 
                                                       ==================== ===================== 

          LIABILITIES AND STOCKHOLDERS' EQUITY                                                    
CURRENT LIABILITIES                                                                               
   Bank overdraft                                      $              6,421 $               2,122 
   Accounts payable                                                  21,520                23,880 
   Accrued Expenses                                                                               
       Payroll and taxes                                             13,247                 6,986 
                                                       -------------------- --------------------- 

          Total current liabilities                                  41,188                32,988 
                                                       -------------------- --------------------- 

Total Liabilities                                                    41,188                32,988 
                                                       -------------------- --------------------- 

STOCKHOLDERS' EQUITY                                                                              
   Common stock, 10 Euros par value, authorized 1,374                                             
        shares; 1,374 issued and outstanding shares                  12,277                12,277 
   Accumulated comprehensive income (loss)                            2,187                   (81)
   Retained earnings (deficit)                                        3,384                (5,758)
                                                       -------------------- --------------------- 

          Total stockholders' equity                                 17,848                 6,438 
                                                       -------------------- --------------------- 
Total Liabilities and Stockholders' Equity             $             59,036 $              39,426 
                                                       ==================== ===================== 

The accompanying notes are an integral part of the financial statements         

                                                                            F-18

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                                Irisio, S.A.R.L.                                                   
            Statements of Operations and Comprehensive Income (Loss)                               
                             Year Ended December 31,                                               

                                                                 2002                 2001         
                                                          ------------------   ------------------- 

                                                                                                   
REVENUES                                                  $          179,396   $           115,842 
                                                          ------------------   ------------------- 

COST OF SALES                                                        107,552                74,007 
                                                          ------------------   ------------------- 

          Gross Margin                                                71,844                41,835 
                                                          ------------------   ------------------- 

OPERATING EXPENSES                                                                                 
    Salaries                                                          31,326                26,458 
    Advertising                                                            0                     0 
    Depreciation and amortization                                        455                   115 
    General and administrative                                        29,956                19,625 
                                                          ------------------   ------------------- 

          Total operating expenses                                    61,737                46,198 
                                                          ------------------   ------------------- 

 Operating income (loss)                                              10,107                (4,363)
                                                          ------------------   ------------------- 

OTHER INCOME (EXPENSE):                                                                            
    Interest income                                                        2                     0 
    Interest expense                                                    (182)                  (82)
    Foreign currency transaction gain (loss)                             (21)               (1,313)
                                                          ------------------   ------------------- 

          Total other income (expense)                                  (201)               (1,395)
                                                          ------------------   ------------------- 

Net income (loss) before tax credit                                    9,906                (5,758)

    Foreign income tax credit                                              0                     0 
                                                          ------------------   ------------------- 

Net income (loss)                                                      9,906                (5,758)

Other comprehensive income (loss):                                                                 
    Foreign currency translation gain (loss)                           2,268                   (81)
                                                          ------------------   ------------------- 

Comprehensive loss                                        $           12,174   $            (5,839)
                                                          ==================   =================== 

Net income (loss) per common share                        $             7.21   $             (4.19)
                                                          ==================   =================== 

Weighted average number of common shares outstanding                   1,374                 1,374 
                                                          ==================   =================== 

The accompanying notes are an integral part of the financial statements         

                                                                            F-19

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                                Irisio, S.A.R.L.                                                                           
                 Statements of Stockholders' Equity (Deficiency)                                                           

                                                                        Accumulated                           Total        
                                                                       Comprehensive       Retained       Stockholders'    
                                         Number of        Common           Income          Earnings          Equity        
                                           Shares         Stock            (Loss)          (Deficit)       (Deficiency)    
                                       ------------   --------------  ----------------   --------------  ----------------- 
BEGINNING BALANCE,                                                                                                         
                                                                                                                           
February 8, 2001                                  0   $            0  $              0   $            0  $               0 

Year ended December 31, 2001:                                                                                              
   Shares issued for cash                     1,374           12,277                 0                0             12,277 
   Other comprehensive income (loss)              0                0               (81)               0                (81)
   Net loss                                       0                0                 0           (5,758)            (5,758)
                                       ------------   --------------  ----------------   --------------  ----------------- 

BALANCE, December 31, 2001                    1,374           12,277               (81)          (5,758)             6,438 

Year ended December 31, 2002:                                                                                              
   Other comprehensive income (loss)              0                0             2,268                0              2,268 
   Dividends paid                                 0                0                 0             (763)              (763)
   Net income                                     0                0                 0            9,906              9,906 
                                       ------------   --------------  ----------------   --------------  ----------------- 

ENDING BALANCE,                                                                                                            
December 31, 2002                             1,374   $       12,277  $          2,187   $        3,385  $          17,849 
                                       ============   ==============  ================   ==============  ================= 

The accompanying notes are an integral part of the financial statements         

                                                                            F-20

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                                Irisio, S.A.R.L.                                                      
                            Statements of Cash Flows                                                  
                             Year Ended December 31,                                                  

                                                                    2002                   2001       
                                                         ---------------------   -------------------- 
                                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                 
Net income (loss)                                        $               9,906   $             (5,758)
Adjustments to reconcile net loss to net cash used by                                                 
operating activities:                                                                                 
     Depreciation and amortization                                         455                    115 
     Foreign exchange transaction gain (loss)                               22                  1,313 
Changes in operating assets and liabilities:                                                          
     (Increase) decrease in accounts receivable                         (5,397)               (34,512)
     (Increase) decrease in inventory                                   (4,321)                (2,251)
     (Increase) decrease in VAT receivable                                 895                 (1,691)
     (Increase) decrease in deposits and other assets                     (845)                  (332)
     Increase (decrease) in accounts payable                            (6,189)                24,247 
     Increase (decrease) salaries and payroll and taxes                  4,428                  7,093 
                                                         ---------------------   -------------------- 

Net cash  provided (used) by operating activities                       (1,046)               (11,776)
                                                         ---------------------   -------------------- 

CASH FLOW FROM INVESTING ACTIVITIES:                                                                  
     Purchase of property and equipment                                 (1,665)                (1,361)
                                                         ---------------------   -------------------- 

Net cash provided (used) by investing activities                        (1,665)                (1,361)
                                                         ---------------------   -------------------- 

CASH FLOW FROM FINANCING ACTIVITIES:                                                                  
     Proceeds from bank overdraft                                        3,496                  2,155 
     Repayment of bank overdraft                                             0                      0 
     Payment of dividends                                                  763                      0 
     Issuance of common stock for cash                                       0                 12,277 
                                                         ---------------------   -------------------- 

Net cash provided by financing activities                                4,259                 14,432 
                                                         ---------------------   -------------------- 

Effect of exchange rates on cash                                        (1,548)                       
                                                         ---------------------   -------------------- 

Net increase (decrease) in cash and equivalents                              0                  1,295 

CASH and equivalents, beginning of period                                    0                      0 
                                                         ---------------------   -------------------- 

CASH and equivalents, end of period                      $                   0   $              1,295 
                                                         =====================   ==================== 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                     
Interest paid in cash                                    $                 182   $                 82 
                                                         =====================   ==================== 

The accompanying notes are an integral part of the financial statements         

                                                                            F-21

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Irisio, S.A.R.L.
Notes to Consolidated Financial Statements

(1) Summary of Significant  Accounting Principles The Company Irisio,  S.A.R.L.,
(the  "Company"),   is  a  French  chartered  limited  life,  (i.e.  99  years),
corporation  which  conducts  business  from its offices in Paris,  France.  The
Company is principally involved in purchasing GPS related products and reselling
them.  The following  summarize the more  significant  accounting  and reporting
policies and practices of the Company:                                          

     a) Use of estimates In preparing  the  consolidated  financial  statements,
management  is  required  to make  estimates  and  assumptions  that  affect the
reported  amounts of assets and  liabilities as of the date of the statements of
financial  condition,  and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.                          

     b) Net income  (loss) per common share Basic net income (loss) per weighted
average  common  share is  computed  by  dividing  the net income  (loss) by the
weighted average number of common shares outstanding during the period.         

     c) Property and  equipment  All property and equipment are recorded at cost
and  depreciated  over their  estimated  useful lives,  using the  straight-line
method. Upon sale or retirement,  the costs and related accumulated depreciation
are eliminated from their respective accounts, and the resulting gain or loss is
included in the results of operations.  Repairs and maintenance charges which do
not  increase  the  useful  lives of the assets are  charged  to  operations  as
incurred.  Depreciation  expense was $455 and $115 for the years ended  December
31, 2002 and 2001, respectively.                                                

     d) Cash and equivalents The company  considers  investments with an initial
maturity of three months or less as cash equivalents.                           

     e) Revenue  recognition  The Company  recognizes  revenue  upon receipt and
acceptance of goods by its customers.                                           

     f) Foreign currency  transaction and translation gains (losses) The Company
is located in France. The functional  currency of Irisio,  S.A.R.L. is the Euro.
The Company's  reporting  currency is the US Dollar.  The Company translated the
income  statement  items  using the  average  exchange  rate for the  period and
balance  sheet items using the end of period  exchange  rate,  except for equity
items, which are translated at historical rates, in accordance with SFAS 52.    

     g) VAT tax receivable In France, as in many other countries, the government
charges a Value Added Tax, (VAT),  that is similar in nature to sales tax in the
US.  There are three  major  differences.  First is that VAT is  charged at each
point of sale.  Second is that there are no  exemptions  from the  collection of
VAT.  Finally,  each  company  files a VAT return  with the  government  monthly
reflecting the gross VAT collected and VAT paid. If the VAT paid is greater than
the  amount  collected,  the  Company  receives  a refund  from  the  government
approximately five months later.                                                

(2) Stockholders'  Equity The Company has authorized 1,374 shares of 10 Euro par
value  common  stock.  The Company had 1,374  shares of common  stock issued and
outstanding at December 31, 2002 and 2001.                                      

                                                                            F-22

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Irisio, S.A.R.L.
Notes to Consolidated Financial Statements

(3) Income  Taxes  Deferred  income  taxes  (benefits)  are provided for certain
income and  expenses  which are  recognized  in  different  periods  for tax and
financial  reporting  purposes.  The  Company  had a net  operating  loss carry-
forward from 2001 amounting to $5,758.  This loss  carry-forward  was used up in
2002, when the Company recorded net income of $9,906. There is no income tax due
on the remaining $4,148 of net income.                                          

(4) Subsequent Events                                                           

     (a) Stockholders' equity In March 2003, the sole stockholder of the Company
agreed  to  sell  100%  of  the  Company  to  Smart  Technology,  Inc.,  a  U.S.
corporation,  for 30,000  Euros,  to be paid by the  issuance of 6,000 shares of
Smart restricted common stock.                                                  

                                                                            F-23

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INDEX TO PROFORMA FINANCIAL STATEMENTS

Proforma Consolidated Balance Sheet.........................................F-25

Proforma Consolidated Statements of Operations..............................F-26

Notes to Proforma Consolidated  Financial Statement.........................F-27

                                                                            F-24

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                             Smart Technology, Inc.                                                                         
                       Proforma Consolidated Balance Sheet                                                                  
                                   (Unaudited)                                                                              
                                December 31, 2002                                                                           

                                                           Smart                                                            
                                                        Technology,                          Proforma          Proforma     
                                                            Inc.       Irisio, S.A.R.L.     Adjustments      Consolidated   
                                                      ---------------- ----------------  ----------------- ---------------- 
                                                                                                                            
                        ASSETS                                                                                              
CURRENT ASSETS                                                                                                              
   Cash                                               $        309,863 $              0                   $         309,863 
   Accounts receivable                                               0           46,459                              46,459 
   VAT receivable                                                    0              985                                 985 
   Inventory                                                         0            7,452                               7,452 
                                                      ---------------- ----------------                    ---------------- 

          Total current assets                                 309,863           54,896                             364,759 
                                                      ---------------- ----------------                    ---------------- 
PROPERTY, PLANT AND EQUIPMENT                                                                                               
   (Net of accumulated depreciation)                                 0            2,809                               2,809 
                                                      ---------------- ----------------                    ---------------- 

          Total property, plant and equipment                        0            2,809                               2,809 
                                                      ---------------- ----------------                    ---------------- 
OTHER ASSETS                                                                                                                
   Investment in subsidiary                                          0                0  a)         30,000                  
                                                                                         b)        (30,000)               0 
   Goodwill                                                          0                0  b)         23,481           23,481 
   Deposits                                                          0            1,331                               1,331 
                                                      ---------------- ----------------                    ---------------- 

          Total other assets                                         0            1,331                              24,812 
                                                      ---------------- ----------------                    ---------------- 

Total Assets                                          $        309,863           59,036                             392,380 
                                                      ================ ================                    ================ 
         LIABILITIES AND STOCKHOLDERS' EQUITY                                                                               
CURRENT LIABILITIES                                                                                                         
   Bank overdraft                                     $              0 $          6,421                    $          6,421 
   Accounts payable                                             15,541           21,520                              37,061 
   Accrued salaries and payroll taxes                                0           13,247                              13,247 
                                                      ---------------- ----------------                    ---------------- 

          Total current liabilities                             15,541           41,188                              50,308 
                                                      ---------------- ----------------                    ---------------- 

Total Liabilities                                               15,541           41,188                              56,729 
                                                      ---------------- ----------------                    ---------------- 
STOCKHOLDERS' EQUITY                                                                                                        
   Preferred stock, $.0001 par value and N/A, respectively;                                                                 
      10,000,000 and N/A shares authorized;                                                                                 
      0 shares outstanding                                           0                0                                   0 
   Common stock, $.0001 and 10 Euros par value,                                                                             
      50,000,000 and 1,374  shares authorized; 1,146,819                                                                    
      and 1,374 shares outstanding, respectively                   115           12,277  a)              1                  
                                                                                         b)        (12,277)             116 
   Additional paid-in capital                                  841,643                0  a)         29,999          871,642 
   Accumulated comprehensive income (loss)                           0            2,187                               2,187 
   Stock subscription receivable                                (5,030)               0                              (5,030)
   Retained earnings (deficit)                                (542,406)           3,384  b)          5,758         (533,264)
                                                      ---------------- ----------------                    ---------------- 

          Total stockholders' equity                           294,322           17,848                             335,651 
                                                      ---------------- ----------------                    ---------------- 

Total Liabilities and  Stockholders' Equity           $        309,863 $         59,036                    $        392,380 
                                                      ================ ================                    ================ 

The accompanying notes are an integral part of the proforma financial statements

                                                                            F-25

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                             Smart Technology, Inc.                                                                       
                 Proforma Consolidated Statements of Operations                                                           
                                   (Unaudited)                                                                            
                                December 31, 2002                                                                         

                                                       Smart                                                              
                                                     Technology,                           Proforma         Proforma      
                                                        Inc.        Irisio, S.A.R.L.      Adjustments     Consolidated    
                                                   --------------- ------------------   --------------- ----------------- 
                                                                                                                          
REVENUES                                                                                                                  
   Sales                                           $             0 $          179,396                   $         179,396 
                                                   --------------- ------------------                   ----------------- 

          Total revenues                                         0            179,396                             179,396 

COST OF SALES                                                                                                             
   Cost of sales                                                 0            107,552                             107,552 
                                                   --------------- ------------------                   ----------------- 

          Gross margin                                           0             71,844                              71,844 
                                                   --------------- ------------------                   ----------------- 

OPERATING EXPENSES                                                                                                        
   General and administrative                              384,453             61,737                             446,190 
                                                   --------------- ------------------                   ----------------- 

          Total operating expenses                         384,453             61,737                             446,190 
                                                   --------------- ------------------                   ----------------- 

Operating income (loss)                                   (384,453)            10,107                            (374,346)
                                                   --------------- ------------------                   ----------------- 

OTHER INCOME (EXPENSE)                                                                                                    
   Interest income                                               0                  2                                   2 
   Interest expense                                              0               (182)                               (182)
   Foreign currency transaction gain (loss)                      0                (21)                                (21)
   Reserve for impairment of asset                         (50,000)                 0                             (50,000)
                                                   --------------- ------------------                   ----------------- 

          Total other income (expense)                     (50,000)              (201)                            (50,201)
                                                   --------------- ------------------                   ----------------- 

Net income (loss)                                  $      (434,453)$            9,906                   $        (424,547)
                                                   =============== ==================                   ================= 

The accompanying notes are an integral part of the proforma financial statements

                                                                            F-26

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Smart Technology, Inc.
 Notes to Proforma Consolidated Financial Statements
 (Unaudited)

(1)  Proforma  Changes In March 2003,  the Company  entered  into a  Acquisition
Agreement with Irisio, S.A.R.L., a French corporation.  The business combination
closed in March 2003 and is accounted for as a purchase of Irisio,  S.A.R.L. The
Proforma  statement of operations  includes the year ended December 31, 2002 for
the Company and Irisio,  S.A.R.L..  The Company  issued  6,000  shares of common
stock of the Company to complete this acquisition.                              

(2) Proforma Adjustments                                                        

     a) 6,000  shares of common  stock  valued at  $30,000  issued to effect the
acquisition.                                                                    

Consolidation:                                                                  

     b) Eliminate investment in subsidiary,  Irisio, S.A.R.L.'s retained deficit
and common stock.                                                               

                                                                            F-27

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No dealer,  salesperson  or other  individual  has been  authorized  to give any
information or to make any  representations  not contained in this Prospectus in
connection with the Offering covered by this Prospectus.  If given or made, such
information or representation  must not be relied upon as having been authorized
by the Company.  This  Prospectus  does not constitute as an offer to sell, or a
solicitation of an offer to buy, the common stock in any jurisdiction  where, or
to any  person  to whom,  it is  unlawful  to make such  offer or  solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any  circumstances,  create an implication that there has not been any change in
the facts set forth in this  Prospectus  or in the affairs of the Company  since
the date hereof.                                                                

                                                        [Enlarge/Download Table]
                                                                                       
        TABLE OF CONTENTS                                                              

Descriptive Title               Page                                                   
Prospectus Summary                 5                                                   
Summary Financial Data             7                                                   
Risk Factors                       7                                                   
Related Party Transactions        10  50,000 - 300,000 of Shares of Common Stock       
Fiduciary Responsibility of                         at $5.00 per Share                 
  the Company's Management        11   Selling Shareholders May Also Be Selling 555,632
Selling Shareholders              11                Additional Shares                  
Application of Proceeds           22                                                   
Dilution                          24                                                   
The Company                       25                                                   
Management's Discussion and                                                            
 Analysis of Financial Condition                                                       
 and Results of Operations        38             SMART TECHNOLOGY, INC.                
Absence of Current Public                                                              
  Market                          41                                                   
Description of Capital Stock      41                                                   
Subscription Procedure            42                    PROSPECTUS                     
ERISA Considerations              42                                                   
Legal Matters                     42                                                   
Experts                           42                                                   
Available Information             43                  ___________ , 2003               
Financial Statements             F-1                                                   

Until __________, 2003 (90 days after the date hereof), all dealers effecting   
transactions in the registered securities, whether or not participating in this 
distribution, may be required to deliver a current copy of this prospectus. This
delivery requirement is in addition to the obligation of dealers to deliver a   
Prospectus when acting as underwriters and with respect to their unsold         
allotments or subscriptions.                                                    

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 PART II

Information Not Required in Prospectus

Item 1. Indemnification of Directors and Officers                               

Under Florida law, a director of Smart  Technology is not personally  liable for
monetary  damages to Smart  Technology  or any other  person for any  statement,
vote, decision,  or failure to act, regarding corporate management or policy, by
a director,  unless the  director  breached or failed to perform his duties as a
director  and the  director's  breach of, or failure to  pet-form,  those duties
constitutes  or result in:  (1) a  violation  of the  criminal  law,  unless the
director  had  reasonable  cause to  believe  his  conduct  was lawful or had no
reasonable  cause to believe his conduct was unlawful;  (2) a  transaction  from
which the director  derived an improper  personal  benefit,  either  directly or
indirectly;  (3) a  circumstance  under  which the  director  is  liable  for an
unlawful  corporate  distribution;  (4) a proceeding by or in the right of Smart
Technology  to  procure  a  judgment  in its  favor  or by or in the  right of a
shareholder,  for conscious disregard for the best interest of Smart Technology,
or willful  misconduct;  or (5) a proceeding by or in the right of someone other
than Smart  Technology or a shareholder,  for recklessness or an act or omission
which  was  committed  in bad  faith or with  malicious  purpose  or in a manner
exhibiting wanton and willful disregard of human rights, safety, or property.   

Further, under Florida law, a director is not deemed to have derived an improper
personal  benefit from any  transaction if the transaction and the nature of any
personal  benefit derived by the director are not prohibited by state or federal
law or regulation and without further limitation:                               

(1) In an action  other than a  derivative  suit  regarding  a  decision  by the
director  to approve,  reject,  or  otherwise  affect the outcome of an offer to
purchase  the  stock  of,  or to  effect  a merger  of,  Smart  Technology,  the
transaction  and the nature of any personal  benefits  derived by a director are
disclosed or known to all directors  voting on the matter,  and the  transaction
was authorized,  approved,  or ratified by at least two directors who comprise a
majority  of the  disinterested  directors  (whether  or not such  disinterested
directors constitute a quorum);                                                 

(2) The  transaction  and the  nature  of any  personal  benefits  derived  by a
director are disclosed or known to the  shareholders  entitled to vote,  and the
transaction was  authorized,  approved,  or ratified by the affirmative  vote or
written  consent of such  shareholders  who hold a majority of the  shares,  the
voting of which is not  controlled by directors  who derived a personal  benefit
from or otherwise had a personal interest in the transaction; or                

(3) The transaction  was fair and reasonable to Smart  Technology at the time it
was authorized by the board, a committee,  or the shareholders,  notwithstanding
that a director received a personal benefit.                                    

Our Articles of Incorporation as amended provide the following:                 

"ARTICLE XI. INDEMNIFICATION

The Corporation shall indemnify its Officers, Directors, Employees and Agents in
accordance with the following:                                                  

(a) The  Corporation  shall  indemnify  any person who was or is a party,  or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  Corporation),  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
Corporation, or is or was otherwise serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees), judgments, fines and amounts paid in settlement,  actually and reasonably
incurred by him in connection with such action, suit or proceeding,  if he acted
in good faith and in a manner he  reasonably  believed  to be in, or not opposed
tote best interests of the Corporation, and, with respect to any criminal action
or  proceeding,  has no reasonable  cause to believe his conduct to be unlawful.

                                                                            II-1

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The  termination  of  any  action,  suit  or  proceeding,  by  judgment,  order,
settlement,  conviction upon a plea of nolo contendere or its equivalent,  shall
not of itself create a presumption  that the person did not act in good faith in
a manner he reasonably  believed to be in, or not opposed to, the best interests
of the Corporation  and, with respect to any criminal action or proceeding,  had
reasonable cause to believe the action was unlawful.                            

(b) The  Corporation  shall  indemnify  any person who was or is a party,  or is
threatened to be made a party, to any threatened, pending or completed action or
suit by or in the right of the  Corporation,  to procure a judgment in its favor
by reason of the fact that he is or was a director,  officer,  employee or agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement  of such action or suit, if he acted in good faith and in a manner he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Corporation,  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to whether such person shall have been adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation, unless, and only to the extent that, the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability,  but in view of all  circumstances  of the case, such
person is fairly and reasonably  entitled to  indemnification  for such expenses
which such court deems proper.                                                  

(c) To the extent that a director, officer, employee or agent of the Corporation
has been  successful  on the merits or  otherwise  in the defense of any action,
suit or proceeding  referred to in Sections (a) and (b) of this  Article,  or in
defense of any claim, issue or mailer therein,  he shall be indemnified  against
expenses  (including  attorneys fees) actually and reasonably incurred by him in
connection therewith.                                                           

(d) Any indemnification under Section (a) or (b) of this Article (unless ordered
by a court) shall be made by the Corporation  only as authorized in the specific
case  upon  a  determination  that  indemnification  of the  officer,  director,
employee  or agent is proper  under the  circumstances,  because  he has met the
applicable  standard of conduct set forth in Section (a) or (b) of this Article.
Such  determination  shall be made (i) by the Board of  Directors  by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or  (ii) if such  quorum  is not  obtainable  or,  even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and  represented at a meeting
called for that purpose.                                                        

(e)  Expenses  (including  attorneys'  fees)  incurred  in  defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final  disposition  of such action,  suit or  proceeding,  as  authorized in
Section (d) of this Article, upon receipt of an understanding by or on behalf of
the director,  officer,  employee or agent to repay such amount, unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
Corporation as authorized in this Article.                                      

(f) The Board of Directors may exercise the Corporation's  power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee,  or agent of the  Corporation,  or is or was serving at the request of
the  Corporation  as  a  director,   officer,  employee,  or  agent  of  another
corporation,  partnership, joint venture, trust or other enterprise, against any
liability  asserted  against him and  incurred by him in any such  capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under this Article.               

(g) The  indemnification  provided by this Article shall not be deemed exclusive
of any other tights to which those seeking indemnification may be entitled under
these Amended Articles of  Incorporation,  the Bylaws,  agreements,  vote of the
shareholders or disinterested directors, or otherwise,  both as to action in his
official capacity and as to action in another capacity while holding such office
and shall  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent  and shall  inure to the  benefit  of the heirs and  personal
representatives of such a person."                                              

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Our Bylaws provide the following:                                               

 "ARTICLE XI
 INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall indemnify each of its directors and officers who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit, or proceeding,  whether civil, criminal,  administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director  or officer of the  Corporation,
or is or was serving at the request of the  Corporation as a director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action,  suit or proceeding,  if he acted in good faith and
in a manner  he  reasonably  believed  to be in,  or not  opposed  to,  the best
interests  of the  Corporation,  and with  respect  to any  criminal  action  or
proceeding had no reasonable cause to believe his conduct was unlawful.         

Except as provided  hereinbelow,  any such indemnification  shall be made by the
Corporation  only as  authorized in the specific  case upon  determination  that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because he has met the  applicable  standard  of conduct set forth  above.  Such
determination shall be made: (a) by the Board of Directors by a majority vote of
a quorum of directors; or (b) by the shareholders.                              

Expenses  (including  attorneys' fees) incurred in defending a civil or criminal
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final  disposition  of such action or  proceeding  if authorized by the Board of
Directors and upon receipt of an  undertaking by or on behalf of the director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation.                                  

To the extent that a director or officer  has been  successful  on the merits or
otherwise in defense of any action,  suit or proceeding referred to above, or in
defense of any claim issue or matter  therein,  he shall be indemnified  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  therewith  without  any  further  determination  that he has met the
applicable standard of conduct set forth above. "                               

Further,  Section 601.0902 of the Florida Business Corporation Act prohibits the
voting of shares in a publicly- held Florida  corporation that are acquired in a
`control   share   acquisition"   unless  the  holders  of  a  majority  of  the
corporation's  voting  shares  (exclusive  of  shares  held by  officers  of the
corporation,  inside  directors or the acquiring  party) approve the granting of
voting  rights as to the shares  acquired in the control  share  acquisition  or
unless the  acquisition  is approved by the  corporation's  board of  directors,
unless the corporation's  articles of incorporation or bylaws specifically state
that this section does not apply. A "control share acquisition" is defined as an
acquisition that immediately  thereafter entitles the acquiring party to vote in
the election of directors  within each of the following  ranges of voting power:
(i)  one-fifth  or more,  but less than  one-third  of such voting  power:  (ii)
one-third or more,  but less than a majority of such voting  power;  and,  (iii)
more than a majority of such voting  power.  The  Articles of  Incorporation  of
Smart Technology  exclude the ramifications of Section 607.0902 as they apply to
control-share acquisitions of shares of Smart Technology.                       

Item 2. Other Expenses of Issuances and Distributions                           

The expenses of this offering are estimated as follows: *                       

SEC Registration Fee.........................................$  380.76          
Blue Sky Fees and Expenses ..................................$5,000.00          
Transfer Agent and Registrar Fees  ..........................$1,000.00          
Printing and Engraving Expenses .............................$5,000.00          
Legal Fees and Expenses ....................................$22,000.00          
Accounting Fees and Expenses  ...............................$5,000.00          
Miscellaneous ...............................................$1,619.24          

Total...................................................... $40,000.00          

* All amounts other than the SEC registration fee are estimated.                

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Item 3. Undertakings                                                            

A. Rule 415 Offering. The undersigned Registrant hereby undertakes to           

(1) File,  during  any  period  in which  offers  or sales  are  being  made,  a
post-effective amendment to this Registration Statement to:                     

     (i) include any prospectus  required by Section 10(a) (3) of the Securities
Act of 1933 (the "1933 Act");                                                   

     (ii) reflect in the prospectus any facts or events which,  individually  or
together,  represent a fundamental change in the information in the Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.                                  

     (iii) include any additional or changed material information on the plan of
distribution.                                                                   

(2) For  determining  liability  under the 1933 Act,  treat each  post-effective
amendment as a new  Registration  Statement of the securities  offered,  and the
offering of the securities at that time to be the initial bona fide offering.   

(3) File a  post-effective  amendment  to remove  from  registration  any of the
securities that remain unsold at the end of the offering.                       

(4)  Equity  Offering  of  Nonreporting   Small  Business  Issuer.   This  is  a
self-underwriting   and  it  is  incumbent   upon  the   Registrant  to  provide
certificates in such  denominations  and registered in the name of the investors
whose subscriptions are accepted.                                               

(5) Request for  Acceleration  of Effective  Date.  The  Registrant may elect to
request  acceleration of the effective date of the Registration  Statement under
Rule 461 of the Act.                                                            

Insofar  as  indemnification  for  liabilities  arising  under  the Act,  may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing provisions, or otherwise,  Registrant has been advised
that, in the opinion of the SEC, such  indemnification  is against public policy
as expressed in the Act and is, therefore, unenforceable.                       

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer in the
successful defense of any action,  suit or proceeding) is asserted in connection
with the securities being registered,  the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling  precedent
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.                            

Item 4. Recent Sales of Unregistered Securities                                 

Smart Technology  relied upon Section 4(2) of the Act and Rule 506 of Regulation
D promulgated  thereunder  ("Rule 506") for several  transactions  regarding the
issuance  and  sales of its  unregistered  securities.  In each  instance,  such
reliance  was based  upon the fact that (i) the  issuance  of the shares did not
involve  a public  offering,  (ii)  there  were no more  than  thirty-five  (35)
investors (excluding "accredited investors"), (iii) each investor who was not an
accredited  investor  either alone or with his purchaser  representative(s)  has
such  knowledge  and  experience  in financial  and business  matters that he is
capable of evaluating the merits and risks of the prospective investment, or the
issuer  reasonably  believes  immediately  prior to  making  any sale  that such
purchaser comes within this description,  (iv) the offers and sales were made in
compliance  with Rules 501 and 502, (v) the securities  were subject to Rule 144
limitation on resale and (vi) each of the parties is a  sophisticated  purchaser
and had full  access to the  information  on the  Company  necessary  to make an
informed  investment  decision by virtue of the due  diligence  conducted by the
purchaser or  available  to the  purchaser  prior to the  transaction  (the "506
Exemption").  All of the  shares,  with the  exception  of those  issued  to Mr.
Asselineau, were issued to non-US residents.                                    

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The Company has authorized  50,000,000 shares of $0.0001 par value common stock,
and  10,000,000  shares  of  $0.0001  par  value  preferred  stock.  Rights  and
privileges of the preferred stock are to be determined by the Board of Directors
prior to issuance.  The Company had 1,146,819  shares of common stock issued and
outstanding  at December 31, 2002.  The Company had issued none of its shares of
preferred stock at December 31, 2002.                                           

1. At inception,  the Company issued  815,775  shares of its  restricted  common
stock to Marc Asselineau, Matthews Morris, DMI Joaillerie, Raymond Trebuchon and
Eloi Tichit valued at $0.0001 per share for a total value of $81.58 for services
rendered in connection  with the concept  development  and  organization  of the
Company.  For such  issuances,  the  Company  relied  upon  Section  4(2) of the
Securities  Act of 1933,  as amended and Rule 506 of  Regulation  D  promulgated
thereunder and Section 402(b)(9) of the Massachusetts securities laws.          

2. In June 2001, the Company sold 45,029 shares of its  restricted  common stock
to Republic  Security Group valued at $1.00 per share for a total  consideration
of $40,029 in cash and $5,000 in stock subscriptions.  Republic Securities Group
has no affiliation to Smart  Technology.  For such sale, the Company relied upon
Section  4(2)  of the  Securities  Act of  1933,  as  amended  and  Rule  506 of
Regulation D promulgated thereunder.                                            

3. In November  and  December  2001,  the Company  issued  31,853  shares of its
restricted common stock to Raymond Trebuchon,  Phillippe Notton, Paul Firbal and
Etienne Norbert for investor  relations services valued at $2.50 per share for a
total value of $79,633. For such issuances, the Company relied upon Section 4(2)
of the  Securities  Act of  1933,  as  amended  and  Rule  506 of  Regulation  D
promulgated thereunder.                                                         

4. From August  through  December  2001,  the Company sold 142,591 shares of its
restricted  common stock to  twenty-five  (25) persons valued at $2.50 per share
for  a  total   consideration   of   $290,745  in  cash  and  $65,732  in  stock
subscriptions.  For such sales,  the Company  relied  upon  Section  4(2) of the
Securities  Act of 1933,  as amended and Rule 506 of  Regulation  D  promulgated
thereunder.                                                                     

5. During 2002, the Company received cash in the amount of $65,702 for the stock
subscriptions  outstanding  at December 31, 2001. In January and February  2002,
the Company sold 88,346 shares of its  restricted  common stock to  twenty-three
(23) persons for cash and subscriptions  receivable totaling $265,038,  or $3.00
per share.                                                                      

6. In January and February 2002, the Company issued 8,519 shares of common stock
in exchange for investor  relations  services to Joseph Robert and Daniel Guerin
valued at $22,187, or $2.60 per share. For such sales and issuances, the Company
relied upon Section 4(2) of the  Securities Act of 1933, as amended and Rule 506
of Regulation D promulgated thereunder.                                         

7. In the third and fourth quarters of 2002, , the Company sold 14,706 shares of
its   restricted   common  stock  to  twenty-two   (22)  persons  for  cash  and
subscriptions receivable totaling $73,312, or $5.00 per share.                  

                                                                            II-5

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Item 5. Index to Exhibits                                                       

2.1      [1]      Articles of Incorporation of Registrant                       
2.2      [1]      Amendment to the Articles of Incorporation                    
2.3      [1]      Bylaws of Registrant                                          
3.1      [1]      Form of Common Stock Certificate                              
4.1      [1]      Subscription Agreement                                        
9.1      [1]      Escrow                                                        
9.2      [2]      Revised Escrow Agreement                                      
9.3       *       Revised Escrow Agreement                                      
10.1     [1]      Consent of Auditors [formerly 23.1]                           
10.2     [2]      Consent of Auditors                                           
10.3      *       Consent of Auditors                                           
10.4      *       Value Added Reseller Agreement between the Company and        
GAP, AG dated February 5, 2003.             
10.5      *       Sale of Shares agreement between the Company and Frederic     
Massiot dated March 24, 2003.               
11.1     [1]      Opinion re legality                                           
11.2     [2]      Revised Opinion re Legality (includes Consent of Counsel)     
11.3      *       Revised Opinion re Legality (includes Consent of Counsel)     

[add new exhibits]                                                              

*    Filed herein.                                                              
[1]  Previously  filed as an Exhibit to the Company's  Form SB-1 filed April 26,
2002.                                                                 
[2]  Previously  filed as an Exhibit to the Company's Form SB-1/A filed November
7, 2002.                                                              

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SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form  SB-1 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  Undersigned,  thereunto  duly
authorized, in the City of West Palm Beach, State of Florida, on the 20th day of
October, 2003.                                                                  

Smart Technology, Inc.

/s/ Marc Asselineau                                                             
---------------------------------------                                         
Marc Asselineau,                                                                
Principal Executive Officer and Director                                        

/s/ Jean Michel Gal                                                             
---------------------------------------                                         
Jean  Michel Gal                                                                
Principal Financial Officer, Principal Accounting Officer and                   
Director                                                                        

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been  signed  below by the  following  person  in his  respective
capacity as officer and/or director of the Registrant on the date indicated.    

Signatures                           Title                         Date         

/s/ Marc Asselineau                                                             
----------------------             Principal Executive     October 20, 2003     
Marc Asselineau                   Officer and Director                        

/s/ Jean Michel Gal                                                             
----------------------             Principal Financial     October 20, 2003     
Jean Michel Gal                   Officer, Principal                          
            Accounting Officer and
Director  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-1/A’ Filing		Date		First		Last			Other Filings
		12/31/23		42		52
		12/31/22		42		60
		12/31/21		42		60
Filed on:		10/29/03
		10/21/03		1
		10/20/03		80
		6/30/03		7		52
		3/31/03		51
		3/25/03		54
		3/24/03		79
		3/20/03		62
		3/4/03		38
		2/5/03		33		79
		12/31/02		8		78
		11/7/02		79					SB-1/A
		6/30/02		51
		4/26/02		79					SB-1
		12/31/01		8		78
		5/14/01		5		59
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