<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="margin: 0"></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>PURSUANT TO SECTION 13 OR 15(D)
OF THE</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>SECURITIES EXCHANGE ACT OF 1934</B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: center"><B>Date of Report (Date of earliest
event reported): September 19, 2013</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B><U>SMARTAG INTERNATIONAL, INC.</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">(Exact name of registrant issuer as specified
in its charter)</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center"><B>File Number 000-53792</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr>
    <td style="vertical-align: top; width: 51%; padding-right: 3.2pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Nevada</b></font></td>
    <td style="vertical-align: bottom; width: 9%; padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="vertical-align: top; width: 40%; padding-right: 3.2pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>81-0554149</b></font></td></tr>
<tr>
    <td style="vertical-align: top; padding-right: 3.2pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">(State or other jurisdiction of incorporation)</font></td>
    <td style="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="vertical-align: top; padding-right: 3.2pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">(I.R.S. Employer Identification No.)</font></td></tr>
<tr>
    <td style="vertical-align: top; padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="vertical-align: bottom; padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="vertical-align: top; padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: top">
    <td colspan="3" style="padding-right: 11.2pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b><u>1328 West Balboa Boulevard Suite C, Newport Beach, CA 92661</u></b></font></td></tr>
<tr style="vertical-align: top">
    <td colspan="3" style="padding-right: 11.2pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">(Address of principal executive offices, including zip code)</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="3" style="padding-right: 2.8pt; line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: top">
    <td colspan="3" style="padding-right: 11.2pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Registrant&rsquo;s phone number, including area code&nbsp;&nbsp;&nbsp; <b>(949) 903-0468</b></font></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (<I>see </I>General
Instruction A.2. below): [ ]</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&uml;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&uml;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&uml;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">&uml;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>


<!-- Field: Page; Sequence: 1 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%"><!-- Field: Sequence; Type: Arabic; Name: PageNo --><!-- Field: /Sequence --></TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><U>Forward Looking Statements</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">This Current
Report on Form 8-K, including the sections entitled &ldquo;Risk Factors,&rdquo; &ldquo;Management&rsquo;s Discussion and Analysis
of Financial Condition and Results of Operations&rdquo; and &ldquo;Description of Business,&rdquo; contains &ldquo;forward-looking
statements&rdquo; that include information relating to future events, future financial performance, strategies, expectations, competitive
environment, regulation and availability of resources. These forward-looking statements include, without limitation: statements
regarding proposed new services; statements concerning litigation or other matters; statements concerning projections, predictions,
expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements
of management&rsquo;s goals and objectives; and other similar expressions concerning matters that are not historical facts. Words
such as &ldquo;may,&rdquo; &ldquo;will,&rdquo; &ldquo;should,&rdquo; &ldquo;could,&rdquo; &ldquo;would,&rdquo; &ldquo;predicts,&rdquo;
&ldquo;potential,&rdquo; &ldquo;continue,&rdquo; &ldquo;expects,&rdquo; &ldquo;anticipates,&rdquo; &ldquo;future,&rdquo; &ldquo;intends,&rdquo;
&ldquo;plans,&rdquo; &ldquo;believes&rdquo; and &ldquo;estimates,&rdquo; and similar expressions, as well as statements in future
tense, identify forward-looking statements.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications
of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information
available at the time they are made and/or management&rsquo;s good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited
to:</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%">
<tr style="vertical-align: top">
    <td style="width: 60px">&nbsp;</td>
    <td style="width: 30px; padding-bottom: 12pt; text-align: justify; line-height: 115%">-</td>
    <td style="padding-bottom: 12pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">our failure to implement our business plan within the time period we originally planned to accomplish; and</font></td></tr>
</table>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%">
<tr style="vertical-align: top">
    <td style="width: 60px">&nbsp;</td>
    <td style="width: 30px; padding-bottom: 12pt; text-align: justify; line-height: 115%">-</td>
    <td style="padding-bottom: 12pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">other factors discussed under the headings &ldquo;Risk Factors,&rdquo; &ldquo;Management&rsquo;s Discussion and Analysis of Financial Condition and Results of Operations&rdquo; and &ldquo;Description of Business.&rdquo;</font></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Forward-looking
statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume
no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more
forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking
statements.</P>


<!-- Field: Page; Sequence: 2 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->2<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Item 1.01 Entry into a Material Definitive
Agreement.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -1in"><B>Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>Item 5.06 Change in Shell
Company Status.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B><U>LICENSING AGREEMENT &amp;
LOAN AGREEMENT</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Licensing Agreement</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="color: black">On
September 19, 2013, we entered into a Licensing and Technology Agreement (&ldquo;Licensing Agreement&rdquo;) with, Smartag Solutions
Berhad, a Malaysian company (&ldquo;SSB&rdquo;). Under the terms of the Licensing Agreement, SSB licensed to the Company the </FONT>exclusive
rights to use, modify and further enhance and develop SSB&rsquo;s Smartrack&trade; software engine for any project handled or sponsored
by the Company and hereby designates the Company in perpetuity from the date hereof to redistribute, outsource or further enhance
the Smartrack&trade; engine for any projects, whether within North America or even between North America and any other country
in the world provided however that the traceability project is sponsored by the Company. The Company is to pay $200,000 for the
license (&ldquo;Licensing Fee&rdquo;). The Licensing Fee shall be made within three months from the date of invoice from SSB to
the Company after the completion and handing over to the Company of the server with the Smartrack&trade; engine together with the
installation and commissioning of the Company&rsquo;s new website before the end of September 2013. Any delay in payment after
three months shall incur an interest at market rate and in any event shall not be delayed beyond end of March 2014.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Under the
Agreement, SSB also agrees to develop, install and commission the Smartrack&trade; in North America at its own costs and place
one SSB&rsquo;s server in a data center in the United States and subsequently develop and install traceability systems for the
retail North American market as well as link up SSB&rsquo;s related solutions and services currently in place with all the certification
and/or accreditation as may be required by EPC GS1 Global within two months from the date hereof. <FONT STYLE="color: black">A
copy of the Licensing Agreement is attached to this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference.</FONT></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Loan Agreement</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">On September 19, 2013, we entered into a Loan Agreement (&ldquo;Loan Agreement&rdquo;) with SSB. Under the terms of the agreement, SSB loaned
the Company $200,000 (&ldquo;Loan&rdquo;). The Loan shall be repaid on or before September 30, 2014 and interest shall accrue from
the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of zero percent
(0%) per annum, compounded annually. A copy of the Loan Agreement is attached to this Current Report on Form 8-K as Exhibit 10.5
and is incorporated herein by reference.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B><U>DESCRIPTION OF THE BUSINESS</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Immediately
prior to entering into the Licensing Agreement, we were a public &ldquo;shell&rdquo; company with nominal assets. As a result of
the Licensing Agreement, we are solely engaged in the business of traceability solutions. With respect to this discussion, the
terms &ldquo;we,&rdquo; &ldquo;us,&rdquo; &ldquo;our&rdquo; and &ldquo;Company&rdquo; refer to Smartag International, Inc., a Nevada
corporation and &ldquo;Smartag Group&rdquo; refers to the Smartag Group of companies including Smartag Solutions Berhad (&ldquo;SSB&rdquo;),
listed on the Malaysian Stock Exchange and Smartag International Inc..</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We are an
emerging growth company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the &ldquo;Securities Act&rdquo;).
We will continue to be an emerging growth company until: (i) the last day of our fiscal year during which we had total annual gross
revenues of $1,000,000,000 or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first
sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have,
during the previous 3-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which we are deemed
to be a large accelerated filer, as defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended (the &ldquo;Exchange
Act&rdquo;).</P>


<!-- Field: Page; Sequence: 3 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->3<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">As an emerging
growth company, we are exempt from:</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%">
<tr style="vertical-align: top">
    <td style="width: 90px">&nbsp;</td>
    <td style="width: 30px; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td>
    <td style="text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;</font></td></tr>
</table>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="width: 100%">
<tr style="vertical-align: top">
    <td style="width: 90px">&nbsp;</td>
    <td style="width: 30px; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">-</td>
    <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The requirement to provide, in any registration statement, periodic report or other report to be filed with the commission, certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;</font></td></tr>
</table>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="width: 100%">
<tr style="vertical-align: top">
    <td style="width: 90px">&nbsp;</td>
    <td style="width: 30px; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">-</td>
    <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Compliance with new or revised accounting standards until those standards are applicable to private companies;</font></td></tr>
</table>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="width: 100%">
<tr style="vertical-align: top">
    <td style="width: 90px">&nbsp;</td>
    <td style="width: 30px; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td>
    <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 to provide auditor attestation of our internal controls and procedures; and</font></td></tr>
</table>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="width: 100%">
<tr style="vertical-align: top">
    <td style="width: 90px">&nbsp;</td>
    <td style="width: 30px; padding-bottom: 10pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify">-</td>
    <td style="padding-bottom: 10pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">Any Public Company Accounting Oversight Board (&ldquo;PCAOB&rdquo;) rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.</font></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We have elected
to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart
Our Business Startups Act.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We are also
a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to
provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation
disclosure under Item 402 of Regulation S-K.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We specialize
in traceability and mobile payments. We provide food traceability, Radio Frequency Identification (&ldquo;RFID&rdquo;) solutions,
near field communications, track and trace services and micro payment services.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><IMG SRC="image_001.jpg" ALT="" STYLE="height: 330px; width: 444px"></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>


<!-- Field: Page; Sequence: 4 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->4<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In 2009,
SSB&rsquo;s dedicated R&amp;D team commenced development of Smartrack&trade; EPCIS (Electronic Product Code Information Systems),
which culminated in the company receiving the &lsquo;Best of e-Logistics Merit Award&rsquo; for Smartrack&trade; at the MSC Malaysia
APICTA Awards 2010, and Merit Winner under the category of e-Logistics and Supply Chain Management at the Asia Pacific ICT Alliance
Awards 2010. Smartrack&trade; is also one of the first in Asia Pacific and in the world to pass all nine (9) conformance test branches
conducted by MET Laboratories Inc. on behalf of GS1 International whereupon Smartrack&trade; was subsequently awarded with the
EPC Global Software Certification Mark. This allowed SSB to link up multiple supply chain logistics company systems together safely
into one traceability system using RFID and Bar Codes.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Our plan
is to connect to the extensive food traceability platform which has been developed by SSB. The extended network will thus allow
us to have a wide reach which will cover not only Malaysia, China, Hong Kong, Taiwan, and Indonesia but will also penetrate new
markets in the USA and Canada.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We have been
funding our operations through loans from SSB over the past few years. Going forward, our ability to continue as a going concern
is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations.
We are currently in discussions with several investment banks and private lenders to obtain additional debt or equity financing.
There is no guarantee that we will be able to obtain additional financing.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>History and Background</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">Smartag
International, Inc., a Nevada corporation (&ldquo;Smartag,&rdquo; &ldquo;Company,&rdquo; &ldquo;we,&rdquo; &ldquo;us,&rdquo; or
&ldquo;our&rdquo;), was formed as Theca Corporation on March 24, 1999 in Colorado.&nbsp;&nbsp; On November 29, 2004, we merged
with Art4Love, Inc., a Delaware corporation, into Art4Love, Inc. a Nevada corporation.&nbsp;&nbsp;Art4love, Inc. attempted to sell
and lease art to companies and individuals from artists&rsquo; collections worldwide.&nbsp;&nbsp;The Company ceased operations
in December 2006.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in; background-color: white">On
December 31, 2008, pursuant to a Share Purchase Agreement Chad Love Lieberman, the Company&rsquo;s former majority stockholder
and President, sold to Smartag Solutions Bhd. an aggregate of 10,000,000 shares of Company common stock (the &ldquo;Sale&rdquo;)
which amounted to 98.6% of the Company.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.25in; background-color: white">On
February 19, 2009, Art4Love changed its name to Smartag International, Inc. SSB, has been publicly trading on the Malaysian Stock
Exchange since April 2011. Amongst the list of accomplishments of the Smartag Group of companies include:</P>

<UL TYPE="DISC" STYLE="margin-top: 0in">

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Smartag provides innovative
solutions and services to various industries in the private and government sectors through Internet and Mobility applications technologies
to deliver our products and services to homes and businesses.</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Smartag has been selected by
government sponsored Multimedia Development Corporation (MDEC) in Malaysia, the mandated organization to visualize, and drive Digital
Malaysia to establish a Trusted Mobile Digital Wallet System based on Near Field Communication for Mobile Phones.</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Fully developed Smartrack&trade;
EPCIS (Electronic Product Code Information Services), which culminated in the company receiving the &lsquo;Best of e-Logistics
Merit Award&rsquo; for Smartrack&trade; at the MSC Malaysia APICTA Awards 2010, and Merit Winner under the category of e-Logistics
and Supply Chain Management at the Asia Pacific ICT Alliance Awards 2010. Smartrack&trade; is also the first in Asia Pacific, and
the second in the world to pass all nine (9) conformance test branches conducted by MET Laboratories Inc. on behalf of GS1 International
whereupon Smartrack&trade; was subsequently awarded with the EPC Global Software Certification Mark. This allows us to link up
multiple supply chain logistics company systems together safely into one traceability system using RFID and Bar Codes.</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Developed comprehensive Food
Traceability solution from Farm to table, using GPS, Internet and mobility technologies. The solution is suitable for products
like Palm Oil, Frozen meat, high value herbs and health care products.</LI>

</UL>


<!-- Field: Page; Sequence: 5 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->5<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Our Products and Services</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We specialize
in traceability and mobile payments. We provide food traceability, RFID solutions, near field communications, track and trace services
and micro payment services. In 2011, we adjusted our business plan to take advantage of opportunities to expand our business worldwide
and tap into the market for Regional Food traceability solutions and we intend to expand operations to take advantage of increasing
global demand.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B><U>Meat
Traceability Solutions and Platforms</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In the immediate
future we will focus on food traceability and in particular meat traceability. Thus we will provide &ldquo;farm-to-table&rdquo;
meat traceability system which includes the ability to facilitate product recall.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The meat
supply chain tracking start from the farms using the animal ear RFID tags to identify and manage the animal from birth certificate
and its health records. At the slaughter house the animal ear tag is used to identify the slaughtered animal&rsquo;s origin and
retrieve its records. The information from the slaughter house will be included and passed on supply chain. Companies and governmental
organizations access to the system to track the meat supply chain information from birth to current state and monitor the slaughtered
animal to ensure it is slaughtered in a licensed abattoirs and the parties are involved in the whole supply chain. In this respect,
our long standing relationship to markets in the Far East becomes very important for Smartag&rsquo;s customers from North America
supply frozen meats to markets in China, Indonesia, Malaysia and the Middle East, where SSB&rsquo;s strengths are. Thus we will
link importers/wholesalers from across the pacific rim to use the system to record the frozen meat supplied and check its source.</P>

<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><IMG SRC="image_002.jpg" ALT="http:||www.smartag.my|newimages|Meat%20Traceability1.jpg" STYLE="height: 368px; width: 532px"></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B><U>Other
Track and Trace Solutions - Halal</U> Traceability System</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Halal is
an Arabic word &ldquo;&#1581;&#1604;&#1570;&#1604;&rdquo; mean &ldquo;permitted&rsquo; or &ldquo;lawful&rdquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Halal Certification
is a process carry out by an authorized Muslim body to ensure that food preparation processes comply with Islam Law or Syariah&rsquo;.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>Halal
Traceability System Features</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The system
involves three components namely</P>

<UL TYPE="DISC" STYLE="margin-top: 0in">

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Halal and Health Premise Certification</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Halal Logistic Certification</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Halal Food Traceability</LI>

</UL>


<!-- Field: Page; Sequence: 6 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->6<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The system
is designed to manage the Halal Certificated issued by the authority and allow a Muslim to verify the Halal outlets authenticity.
Halal logistic certification is to ensure the transport system used, warehouse and freezer are certified Halal, and avoid any contamination
from non-Halal elements. The Halal Food Traceability system is to provide supply chain tracking of raw material supply and processed
finished goods to ensure compliance with Halal requirements.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>Halal
and Health Premise Certification </B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">This component
registers all premises (ranches, abattoirs, warehouses, freezers, restaurants, hotels and etc) that had been certified Halal compliance
by an Islamic body. The certified body will received a Halal Certificate and Premise RFID and QR-code tag that record its registration
number of GPS location. Anyone could use the mobile application provided to scan or read the tag to verify the Halal Certification
authenticity in real-time.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>Halal
Logistic Certification</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">All trucks,
warehouse and shipping containers used for transporting Halal food must comply with the Halal guidelines, for instant a Container
has to be &ldquo;Samak&rdquo; clean if it was previously used to transport non-Halal goods. The &ldquo;Samak&rdquo; container will
be issued with a &ldquo;Samak&rdquo; Certificates.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><B>Halal
Food Traceability</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">This component
track all the raw material used to manufacture or produce Halal certified food, and its supply chain.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The following
diagram illustrates the Halal Meat export to another country via sea.</P>

<table cellspacing="3" cellpadding="0" style="width: 100%">
<tr>
    <td style="padding: 0.75pt 0.75pt 12pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify; text-indent: 0.5in"><img src="image_003.jpg" alt="" style="height: 491px; width: 575px"></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>


<!-- Field: Page; Sequence: 7 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->7<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The ranch
and Abattoir have to be registered and audited by the Importer Agriculture department and Islamic Association to ensure they comply
to the hygiene and Halal requirements. The registration of Halal Premise is based on GS1 standards. The Halal Certified Ranch owners
are responsible to register all animal or stock under their care. The animal information are recorded in the Halal Traceability
System. The Halal Certified Abattoir must first register their qualified &ldquo;Imam&rdquo; who offer prayer to animal prior to
slaughter. The Abattoir must also record the animal identity required from Ranches. The animals are from Halal Certified Ranches.
Once the animals are slaughtered the cut meat must be identified animal origin. Once they are identified and label and captured
by the system, the meat will be packed and freeze.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Technology</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We believe
the core competencies of our company are the ability to develop and build a food traceability platform across borders using Smartrack&trade;,
one of the first certified EPCIS solutions in the world, together with the extensive knowledge and networking with customer requirements,
customs regulations and logistics routes in areas where we operate. . Together with this core software platform we have used a
combination of multiple hardware and application namely:-</P>

<UL TYPE="DISC" STYLE="margin-top: 0in">

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Online Internet Near Field Communication
(&ldquo;NFC&rdquo;) applications</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Mobility handheld devices</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Global Positioning System (&ldquo;GPS&rdquo;)
and SIM card technologies</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Long range antenna readers</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Central server applications
and database shared services</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Tags personalization, security
and encryption</LI>

<LI STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Secure food grade packing system</LI>

</UL>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Supply Chain</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The supply
chain across borders remain a challenge in this industry and we plan to focus on this. The costs of doing food traceability relies
on us convincing our clients to use our services for a slight increase in the normal costs of supplying food across borders. With
the increasing demand across the world for food safety, we feel that clients are will to pay the slight increase because more and
more importance is given to issues on food safety. Our system combines not only authentication of our client&rsquo;s products but
also actual traceability along the supply chain wherein our reliance on SMARTRACK has proven that it is a practical and safe way
to link up multiple platforms along the supply chain into one cohesive system by providing actual online data to suit the client&rsquo;s
requirements.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">By virtue of being
one of the first internationally GS1 certified track &amp; trace solutions provider specializing in food traceability with existing
multiple platforms linked to government agencies such as customs departments and quarantine agencies as well as the ability to
provide private sector logistics companies, sellers and buyers alike, we are in the position to be one of the first to offer a
truly independent global food traceability cross border platform. By linking up the existing cross border network systems already
established in the Far East and developed by SSB and its partners in countries ranging from Malaysia, Thailand, Indonesia, Hong
Kong, Taiwan, China and the Middle East with new ones to be developed in North America via an immediate transfer of technology
and the setting up of RFID food traceability network and infrastructure, we can offer a truly Asia-Pacific platform to food exporters
and importers and well as logistics suppliers who are focused on food safety and traceability.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


<!-- Field: Page; Sequence: 8 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->8<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Marketing Strategy</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">We are set to target
numerous sectors for its food traceability solutions, particularly: (i) the Halal market, including US Beef, Chicken, American
Ginseng, pharmaceuticals, Australian and New Zealand beef, lamb, Vietnamese sea-foods, and Halal cosmetics; (ii) the Non-Halal
market, including US pork for the greater China market; (iii) the sensitive products market, including milk powder, drugs, medicines,
and other specialized products upon demand; and (iv) the exotic niche products market, including Malaysian edible bird&rsquo;s
nest, Maine and Canadian lobsters, California wines, and Scotch whiskey and Chinese white wine.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Within two years,
we intend to expand the availability of its products to markets outside of South East Asia, including the U.S., Canada, Australia,
Asia and the Middle East via Smartag International. We have developed successful tracing systems for the following products: (i)
Edible Birds Nest - Smartag&rsquo;s traceability system the capability to have online access, via the Department of Veterinary
Services in Malaysia to thousands of government registered birds nest house throughout Malaysia; (ii) Pigs - Smartag&rsquo;s traceability
system has online access to one of the largest pig farm area in Malaysia with the capacity for 500,000 pigs; (iii) Edible Palm
Oil - Smartag is also tracking Crude Palm Oil from the Palm Oil plantations to the Mill and onwards to the refinery for the Malaysian
Palm Oil Board (MPOB) to China, India &amp; Japan. Our traceability system has linked export permits online to the official China
Import &amp; Export Fair Trading system belonging to the Canton Trade Fair &ndash; currently the world&rsquo;s largest trade fair;
(ii) INDONESIA &ndash; we are currently linking to Indonesian Palm Oil from the some of the world&rsquo;s biggest palm oil plantations
to the designated tanker ports for onward distribution to Japan, India, the USA and China; and (iii) VIETNAM.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>S<IMG SRC="image_001.gif" ALT="" STYLE="height: 361px; width: 482px"></I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Sales Strategy</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We may partner
with other companies with competent sales and marketing expertise in the future in order for us to start the sale of our products
and services. However, much of the sales would come from our ability to meet the requirements from the demand side in China and
the Middle East. It is quite often the case that no one will seek for food traceability services unless there are issues concerning
food safety, adulteration, and fake goods. In this respect, China, as a major food market for the USA, will provide us the initial
sales, especially for wines and other higher value consumables. Likewise, the Middle East is a market for Halal Food, which also
requires traceability in addition to issues addressing Halal certification. It is often the case that high end meats, including
Wagyu beef, and high quality mutton is increasingly coming online as a Halal food item not only the Muslim markets in the USA,
but also to our established markets in Malaysia, Indonesia as well as the Middle East.</P>


<!-- Field: Page; Sequence: 9 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->9<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Regulation</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Wherever
there are logistics services for food to be delivered cross borders, there are significant regulations which involve food safety
and in this respect, this becomes a &ldquo;double edge sword&rdquo; as Smartag&rsquo;s ability to provide a niche relies upon the
fact that we can and shall work within the framework of these health and food safety regulations, which may differ in terms of
one country to another, especially in terms of quarantine and inspection laws and regulations. These regulations are increasingly
working in our favor as more and more jurisdictions are insisting on food traceability systems as part of the conditions for importing
food into their countries. China&rsquo;s Customs, Inspection and Quarantine (AqSIQ), for instance, has insisted that Edible Birds
Nest imported from Malaysia and Indonesia, must come together with traceability records right from the &ldquo;farm&rdquo;. This
augurs very well for us as it means that every exporter of such products from Malaysia or Indonesia would essentially require services
such as ours. However, because each one of these regulations for every food item will take time for our clients to comply, our
ability to expand our business will be such that we have to wait for the health and food safety regulators to regulate our clients
and this may slow down our expansion plans.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Nevertheless,
with our business strategy, we will start first with essentially high value products on a voluntary basis whereby even though the
law in some cases may not require traceability systems in place. We believe that the higher end supply chain market forces will
dictate the necessity for showing that their products is traceable from &ldquo;farm to fork&rdquo; thus creating the demand for
our services. This may take some time but we believe it will happen very soon in a big way as food safety has become a major concern
worldwide.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Competition</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">There may
be many companies offering RFID and Bar Code technologies who are able food traceability services within the USA but there are
not many companies which are able to offer cross border trans Pacific food traceability to China, Hong Kong, Taiwan as well as
the growing population in South-east Asia. Those who are able to compete with us will be only a handful and in this respect, it
is the quality of the online information provided that distinguishes between our services and those others which provide authentication
and not true traceability along the supply chain.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In this respect,
we believe that there are not many other companies whereby the EPCIS system such as ours has been certified by METLABS Inc on behalf
of GS1 International outside of the USA. As such we feel that we are definitely one of the early pioneers in this respect, which
can offer to our clients something definitely unique and truly independent.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0; text-align: justify"><B><I>Intellectual Property</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">By virtue
of the technology transfer agreement, we have basically acquired the rights to use and distribute Smartrack&trade; indefinitely,
which the parent company has filed for registration of the Smartrack&trade; name. It is pending approval. However, essentially
this business is not critically dependent on Intellectual Property rights as it is a services orientated business, Clients will
use our services because it brings them to the level of compliance with health authorities in some cases and in other cases, value
added propositions to which they can distinguish their own products.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Seasonality</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We believe
that this business in not critically seasonal for essential food delivery save for seasonal demands during festivities whereby
the demand for food, especially high end products such as wines and meats may increase.</P>


<!-- Field: Page; Sequence: 10 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->10<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Principal Executive Offices</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Our principal
executive offices are currently located at 1328 West Balboa Boulevard Suite C, Newport Beach, CA 92661. Our telephone numbers are
+1(206)4898965 and +1(949) 3101762. We believe our facilities are inadequate to meet our current and near-term needs for the next
twelve months and we intend to lease premises within the state of California or Nevada within this period.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Employees</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">As of June
2013, we had 2 full-time employees and 8 part-time employees. Since inception, we have never had a work stoppage, and our employees
are not represented by labor unions. We consider our relationship with our employees to be positive.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B><U>LEGAL PROCEEDINGS</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">We are not involved in any legal
proceedings.</P>


<!-- Field: Page; Sequence: 11 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->11<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B><U>RISK FACTORS</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>An investment in the Company is highly
speculative in nature and involves an extremely high degree of risk.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;&#9;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>We have a history of net losses and
will not achieve or maintain profitability.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We have a history of incurring losses
from operations. As of&nbsp;June 30, 2013, we had an accumulated deficit of approximately $1,414,992, of which approximately $1,164,967
was incurred prior to the cessation of the previous operating business on December 31, 2006.&nbsp;&nbsp;We anticipate that our
existing cash and cash equivalents will be sufficient to fund our business needs in the near term. Our ability to continue may
prove more expensive than we currently anticipate and we may incur significant additional costs and expenses in connection with
the launching our business.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><B>We depend
on key personnel to manage our business effectively, and, if we are unable to hire, retain or motivate qualified personnel, our
ability to design, develop, market and sell our systems could be harmed.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">The loss of
the services of any of our key personnel may seriously harm our business, financial condition and results of operations. In addition,
the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly operations, finance,
accounting, sales and marketing personnel, may also seriously harm our business, financial condition and results of operations.
Our ability to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful
in the future.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 45pt; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><B>We will
continue to incur the expenses of complying with public company reporting requirements.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">We have an
obligation to continue to comply with the applicable reporting requirements of the Exchange Act which includes the filing with
the SEC of periodic reports, proxy statements and other documents relating to our business, financial conditions and other matters,
even though compliance with such reporting requirements is economically burdensome.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Our business is difficult to evaluate
because we have no recent operating history.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">As the Company has no recent operating
history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate
a business combination. The Company has had no recent operating history nor any revenues or earnings from operations since inception.
We have no significant assets or financial resources.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify; background-color: white"><B>Our
financial statements indicate conditions exist that raise substantial doubt as to whether we will continue as a going concern.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Our audited
financial statements for the year ended September 30, 2012 indicate conditions exist that raise substantial doubt as to whether
we will continue as a going concern. Our continuation as a going concern is dependent upon our ability to obtain financing to fund
the continued development of products and working capital requirements. If we cannot continue as a going concern, our stockholders
may lose their entire investment.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white"><B>Changes
in the regulatory food safety requirements could adversely affect our business, financial condition or results of operations.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Our operations
are subject to varying degrees of regulation by the FDA, other federal, state and local regulatory agencies and legislative bodies
and their equivalent counter parts in other countries. Adverse decisions or new or amended regulations or mandates adopted by any
of these regulatory or legislative bodies could negatively impact our operations by, among other things, causing unexpected or
changed capital investments, lost revenues, increased costs of doing business, and could limit our ability to engage in certain
sales or marketing activities.</P>


<!-- Field: Page; Sequence: 12 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->12<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Our products and networked platforms
may be dependent on other third party software or networks which may contain defects or software errors, which could result in
damage to our reputation, lost revenue, diverted development resources and increased service costs, warranty claims, and litigation</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">We warrant that our products will be free
of defect for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure
clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel
outstanding purchase orders even if the products themselves are not defective.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">We must develop our products and networked
platforms quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products.
Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or
when new models or versions are released. In general, our products may not be free from errors or defects after commercial shipments
have begun, which could result in damage to our reputation, lost revenue, diverted development resources, increased customer service
and support costs, warranty claims, and litigation.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Our products are highly technical,
and some of our software relies on third party technologies including open source software, so if integration or incompatibility
issues arise with these technologies, these technologies become unavailable or our products contain errors, defects or security
vulnerabilities, our product and services development may be delayed, our reputation could be harmed and our business could be
adversely affected</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">Our products, including our software products,
are highly technical and complex and, when deployed, may contain errors, defects or security vulnerabilities. Some errors in our
products may only be discovered after a product has been installed and used by customers. In addition, we rely on software that
we license from third parties, including software that is integrated with internally developed software and used in our products
to perform key functions.&nbsp;Errors, viruses or bugs may also be present in software that we license from third parties and incorporate
into our products or in third party software that our customers use in conjunction with our software.&nbsp;In addition, our customers&rsquo;
proprietary software and network firewall protections may corrupt data from our products and create difficulties in implementing
our solutions.&nbsp;Changes to third party software that our customers use in conjunction with our software could also render our
applications inoperable.&nbsp;Any errors, defects or security vulnerabilities in our products or any defects in, or compatibility
issues with, any third party software or customers&rsquo; network environments discovered after commercial release could result
in loss of revenues or delay in revenue recognition, loss of customers, theft of our trade secrets, data or intellectual property
and increased service and warranty cost, any of which could adversely affect our business, financial condition and results of operations.
Undiscovered vulnerabilities in our products alone or in combination with third party software could expose them to hackers or
other unscrupulous third parties who develop and deploy viruses, worms, and other malicious software programs that could attack
our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to
return products, to reduce or delay future purchases or use competitive products.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


<!-- Field: Page; Sequence: 13 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->13<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">The third party software licenses we rely
upon may not continue to be available to us on commercially reasonable terms, or at all, and the software may not be appropriately
supported, maintained or enhanced by the licensors, resulting in development delays.&nbsp;Some of these software licenses are subject
to annual renewals at the discretion of the licensors.&nbsp;In many cases, if we were to breach a provision of these license agreements,
the licensor could terminate the agreement immediately.&nbsp;We license technologies and patents underlying some of our software
from third parties, and the loss of these licenses could have a material adverse effect on our business.&nbsp;The loss of licenses
to, or inability to support, maintain and enhance, any such third party software could result in increased costs, or delays in
software releases or updates, until such issues have been resolved. This could have a material adverse effect on our business,
financial condition, results of operations, cash flows and future prospects.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">We also incorporate open source software
into our products. Although we monitor our use of open source closely, the terms of many open source licenses have not been interpreted
by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions
or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to
seek licenses from third-parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection
with our own source code, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot
be accomplished on a timely basis, any of which could adversely affect our business.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>The volatility of our stock price
could adversely affect an investment in our common stock</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">The market price of our common stock has
been, and may continue to be, highly volatile. We believe that a variety of factors could cause the price of our common stock to
fluctuate, perhaps substantially, including:</P>

<table cellspacing="0" cellpadding="0" style="width: 100%">
<tr style="vertical-align: top">
    <td style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td colspan="2" style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">announcements and rumors of developments related to our business or the industry in which we compete,</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">quarterly fluctuations in our actual or anticipated operating results and order levels,</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">general conditions in the worldwide economy,</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">acquisition announcements,</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">new products or product enhancements by us or our competitors,</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">developments in patents or other intellectual property rights and litigation,</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">developments in our relationships with our customers and suppliers, and</font></td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="font: 10pt/115% Calibri, Helvetica, Sans-Serif; padding-top: 6pt; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; font: 10pt/115% Calibri, Helvetica, Sans-Serif; text-align: justify"><font style="font: 10pt/120% Times New Roman, Times, Serif">any significant acts of terrorism.</font></td></tr>
<tr>
    <td style="width: 4%">&nbsp;</td>
    <td style="width: 1%">&nbsp;</td>
    <td style="width: 95%">&nbsp;</td></tr>
</table>
<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition, in recent years the stock
market in general and the markets for shares of &ldquo;high-tech&rdquo; companies in particular, have experienced extreme price
fluctuations which have often been unrelated to the operating performance of affected companies. Any such fluctuations in the future
could adversely affect the market price of our common stock, and the market price of our common stock may decline.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Our information systems or those of
our outside vendors may be subject to disruption, delays or security incidents that could adversely impact our customers and operations</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">We rely on our information systems and
those of third parties for things such as processing customer orders, delivery of products, providing services and support to our
customers, billing and tracking our customers, hosting and managing customer data, and otherwise running our business. Any disruption
in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.</P>


<!-- Field: Page; Sequence: 14 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->14<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">A security incident in our own systems
or the systems of our third party providers may compromise the confidentiality, integrity, or availability of our own internal
data, the availability of our products and websites designed to support our customers, or our customer data. Unauthorized access
to our proprietary business information or customer data may be obtained through break-ins, breach of our secure network by an
unauthorized party, employee theft or misuse, breach of the security of the networks of our third party providers, or other misconduct.
It is also possible that unauthorized access to customer data may be obtained through inadequate use of security controls by customers.
While our products and services provide and support strong password controls, IP restriction and other security mechanisms, the
use of such mechanisms are controlled in many cases by our customers.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">We may also experience delays or interruptions
caused by a number of factors, including access to the internet, the failure of our network or software systems, or significant
variability in visitor traffic on our product websites. It is also possible that hardware or software failures or errors in our
systems, or in those of our third party providers, could result in data loss or corruption or cause the information that we collect
to be incomplete or contain inaccuracies that our customers regard as significant. These failures and interruptions could harm
our reputation and cause us to lose customers.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">Although our systems have been designed
around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable
to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, cyber-attacks,
computer viruses, computer denial-of-service attacks, human error, hardware or software defects or malfunctions (including defects
or malfunctions of components of our systems that are supplied by third-party service providers), and similar events or disruptions.
Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems
are also subject to break-ins, sabotage, and intentional acts of vandalism. Despite any precautions we may take, the occurrence
of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice
for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and
delays, and result in loss of critical data and lengthy interruptions in our services.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Our global operations expose us to
risks and challenges associated with conducting business internationally, and our results of operations may be adversely affected&nbsp;by
our efforts to comply with U.S. laws which apply to international operations, such as the Foreign Corrupt Practices Act and US
export control laws, as well as the laws of other countries.</B></P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">We operate on a global basis with offices
or activities in Asia, the Middle East, and North America. We face several risks inherent in conducting business internationally,
including compliance with international and U.S. laws and regulations that apply to our international operations. These laws and
regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions,
export control laws, U.S. laws such as export control laws and the&nbsp;FCPA, and similar laws in other countries which also prohibit
corrupt payments to governmental officials or certain payments or remunerations to customers. Many of our products are subject
to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold, or require
an export license in connection with sales outside the United States. Given the high level of complexity of these laws, there is
a risk that some provisions may be inadvertently breached, for example through fraudulent or negligent behavior of individual employees,
our failure to comply with certain formal documentation requirements or otherwise. Also, we may be held liable for actions taken
by our local partners.&nbsp;Violations of these laws and regulations could result in fines, criminal sanctions against us, our
officers or our employees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our
ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international
expansion efforts, our ability to attract and retain employees, our business and our operating results.</P>


<!-- Field: Page; Sequence: 15 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->15<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition, we operate in many parts
of the world that have experienced significant governmental corruption to some degree and, in certain circumstances, strict compliance
with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent
that our competitors are able to secure business, licenses or other preferential treatment by making payments to government officials
and others in positions of influence or through other methods that U.S. law and regulations prohibit us from using. Our success
depends, in part, on our ability to anticipate these risks and manage these difficulties.</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition to the foregoing, engaging
in international business inherently involves a number of other difficulties and risks, including:</P>

<table cellspacing="0" cellpadding="0" style="width: 100%; font: 10pt Calibri, Helvetica, Sans-Serif">
<tr style="vertical-align: top">
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems,</font></td></tr>
<tr style="vertical-align: top">
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">political and economic instability,</font></td></tr>
<tr style="vertical-align: top">
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers,</font></td></tr>
<tr style="vertical-align: top">
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">difficulties and costs of staffing and managing foreign operations,</font></td></tr>
<tr style="vertical-align: top">
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">difficulties protecting or procuring intellectual property rights, and</font></td></tr>
<tr style="vertical-align: top">
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">&bull;</font></td>
    <td style="padding-top: 6pt; text-align: justify; line-height: 115%"><font style="font: 10pt/120% Times New Roman, Times, Serif">fluctuations in foreign currency exchange rates.</font></td></tr>
</table>
<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/120% Times New Roman, Times, Serif; margin: 0; text-align: justify">These factors or any combination of these
factors may adversely affect our revenue or our overall financial performance.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Because our common stock is considered
a &quot;penny stock&quot; any investment in our common stock is considered to be a high-risk investment and is subject to restrictions
on marketability.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our common stock is currently traded
on the OTC Markets and OTC Bulletin Board and is considered a &quot;penny stock.&quot; The OTC Markets and OTC Bulletin Board are
generally regarded as a less efficient trading market than the NASDAQ Capital Market.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in &quot;penny stocks.&quot; Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those
rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and
the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer
quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account
statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require
that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for
our common stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Since our common stock is subject to
the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations
on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock
in the secondary market.&nbsp;&nbsp;There is no assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any
exchange, even if eligible.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


<!-- Field: Page; Sequence: 16 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->16<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>We have additional securities available
for issuance, including preferred stock, which if issued could adversely affect the rights of the holders of our common stock.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our articles of incorporation authorize
the issuance of 500,000,000 shares of common stock and 25,000,000 shares of preferred stock.&nbsp;&nbsp;The common stock and the
preferred stock can be issued by, and the terms of the preferred stock, including dividend rights, voting rights, liquidation preference
and conversion rights can generally be determined by, our board of directors without stockholder approval. Any issuance of preferred
stock could adversely affect the rights of the holders of common stock by, among other things, establishing preferential dividends,
liquidation rights or voting powers. Accordingly, our stockholders will be dependent upon the judgment of our management in connection
with the future issuance and sale of shares of our common stock and preferred stock, in the event that buyers can be found therefore.
Any future issuances of common stock or preferred stock would further dilute the percentage ownership of our Company held by the
public stockholders.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>The Company may be subject to certain
tax consequences in our business, which may increase our cost of doing business.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">We may not be able to structure our
acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions.
We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target
entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization
or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>The Company intends to issue more
shares in a merger or acquisition, which will result in substantial dilution.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our Certificate of Incorporation authorizes
the issuance of a maximum of 500,000,000&nbsp;shares of common stock and a maximum of 25,000,000 shares of preferred stock. Any
merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result
in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock
issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm&rsquo;s-length basis by our management,
resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors
has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional
shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests
of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>The Company has conducted no market
research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has neither conducted nor
have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific
business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business
or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable
to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act
without the consent, vote or approval of our stockholders.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


<!-- Field: Page; Sequence: 17 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->17<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>We cannot assure you that following
a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Following a business combination, we
may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following
such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that
we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business
combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the &ldquo;pink sheets,&rdquo; where
our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common
stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes
various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers
and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which
may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business
combination.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>There is no public market for our
common stock, nor have we ever paid dividends on our common stock.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">There is no public trading market for
our common stock and none is expected to develop in the foreseeable future unless and until the Company completes a business combination
with an operating business and such business files a registration statement under the Securities Act. Additionally, we have never
paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that
any funds available for payment of dividends will be re-invested into the Company to further its business strategy.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Authorization of preferred stock.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Our Certificate of Incorporation authorizes
the issuance of up to 25,000,000 shares of preferred stock with designations, rights and preferences determined from time to time
by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of
the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to
issue any shares of its authorized preferred stock, there can be no assurance that the Company will not do so in the future. &nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>We are an emerging growth
company within the meaning of the Securities Act, and as a consequence of taking advantage of certain exemptions from reporting
requirements that are available to emerging growth companies, our financial statements may not be comparable to companies that
comply with public company effective dates.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0; text-align: justify">We are an emerging growth company
as defined in Section 2(a)(19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may
take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or
revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new
or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made
applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public
companies that comply with such new or revised accounting standards.&nbsp;</P>


<!-- Field: Page; Sequence: 18 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->18<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0; text-align: center"><B><U>SECURITY OWNERSHIP OF<BR>
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The following
table sets forth certain information regarding our common stock beneficially owned on September 19, 2013, for (i) each stockholder
known to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each of our executive officers and directors,
and (iii) all executive officers and directors as a group. In general, a person is deemed to be a &ldquo;beneficial owner&rdquo;
of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or
to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person
has the right to acquire beneficial ownership within 60 days, through the exercise of a warrant or stock option, conversion of
a convertible security or otherwise. At September 19, 2013, 10,637,151 shares of our common stock were outstanding. Unless otherwise
noted below the address of each person identified is 1328 W. Balboa Blvd. Suite C, Newport Beach, CA 92661.</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
    <td style="width: 29%; border-bottom: black 1.5pt solid; padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>ame and Address</b></font></td>
    <td style="width: 11%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="width: 25%; border-bottom: black 1.5pt solid; padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Amount and Nature of Beneficial Ownership</b></font></td>
    <td style="width: 11%; border-bottom: black 1.5pt solid; padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="width: 24%; border-bottom: black 1.5pt solid">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.6pt 0 0; text-align: center"><b>Percentage of Class</b></P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.6pt 0 0; text-align: center"><b>Common Stock(1)</b></P></td></tr>
<tr style="vertical-align: top; background-color: #CCEEFF">
    <td>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.6pt 0 0">Smartag Solutions Bhd.(2)</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.6pt 0 0">4808-1-26, CBD Perdana 2, Persiaran Perdana, 63000
        Cyberjaya Selangor, Malaysia</P></td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">10,000,000</font></td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">94%</font></td></tr>
<tr style="vertical-align: top; background-color: white">
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">All Officers and Directors as a group</font></td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">10,000,000</font></td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">94%</font></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Represents
less than 1%.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
    <td style="width: 3%; padding-right: 1.6pt; text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">(1)&nbsp;&nbsp;</font></td>
    <td style="width: 97%; padding-right: 1.6pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">The percent of Common Stock owned is calculated using the sum of (A) the number of shares of Common Stock owned, and (B) the number of warrants and options of the beneficial owner that are exercisable within 60 days, as the numerator, and the sum of (Y) the total number of shares of Common Stock outstanding (10,637,151), and (Z) the number of warrants and options of the beneficial owner that are exercisable within 60 days, as the denominator.</font></td></tr>
<tr style="vertical-align: top">
    <td style="padding-right: 1.6pt; text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">(2)&nbsp;&nbsp;</font></td>
    <td style="padding-right: 1.6pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Smartag Solutions Bhd.&rsquo;s, CEO, Lock Sen Yow, holds voting and/or investment power over the shares beneficially owned by Smartag Solutions Bhd.</font></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 30pt 0 12pt; text-align: center"><B><U>DIRECTORS AND EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS</U></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">The following table contains information as of September
30, 2012 as to each Director of the Company:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>Director&nbsp;&nbsp;</B></P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr>
    <td style="width: 25%; border-bottom: black 1.5pt solid; padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Name &nbsp;&nbsp;&nbsp; &nbsp;</b></font></td>
    <td style="width: 9%; border-bottom: black 1.5pt solid; padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Age</b></font></td>
    <td style="width: 66%; border-bottom: black 1.5pt solid; padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>&nbsp;Office Held</b></font></td></tr>
<tr style="vertical-align: top; background-color: #CCEEFF">
    <td style="padding-right: 1.6pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Datuk Abdul Hamed Sepawi</font></td>
    <td style="padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">64</font></td>
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Chairman of the Board, Director</font></td></tr>
<tr style="vertical-align: top; background-color: white">
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif; color: black">Lock Sen Yow</font></td>
    <td style="padding-right: 1.6pt; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">57</font></td>
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Chief Executive Officer, Chief Financial Officer, Secretary and Director</font></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">Directors are elected for a period of one year and until
their successors are duly elected.&nbsp;&nbsp;Executive officers are elected by the Board of Directors.&nbsp;&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


<!-- Field: Page; Sequence: 19 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->19<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><U>Datuk Abdul Hamed Sepawi</U></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Datuk Abdul Hamed Sepawi, 62, Malaysian,
is Chairman of the Board of the Company. He holds a Bachelor of Science degree from University of Malaya and a Masters degree in
Forest Products from Oregon State University. He is a recipient of the Sarawak Entrepreneur of the Year for two consecutive years
in 2004 and 2005 due to his impressive record as an entrepreneur, businessman and a leader of the community in Sarawak. He is a
qualified and experienced forester who has been involved in forest management and manufacturing for the last 16 years. He is one
of the co-founders of Ta Ann Holdings Bhd and serves as the Non-Independent Executive Chairman of the said company and he is also
the Non-Executive Chairman of Naim Cendera Holdings Bhd. He is also the Chairman of Sarawak Energy Bhd, and he oversees the state&rsquo;s
electricity supply as a personal contribution of his services for the state and the nation. He ventured into the ICT industry in
1999 when his private company, Danawa Resources Sdn Bhd and Cambridge University tied up to implement the Cambridge Information
Communications and Technology Starters Programme.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/10.5pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><U>Lock Sen Yow</U></P>

<P STYLE="font: 10pt/10.5pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify">Lock Sen Yow, age 57, was elected
as the Company&rsquo;s director, President, Chief Financial Officer and Secretary, to serve in such capacities until his successors
are duly elected and qualified. Mr. Yow holds a Bachelors of Science in Electrical Engineering from Manchester University, a Law
Degree from Buckingham University, and a Masters in Finance from RMIT University. His first job was as a petrophysical engineer
in Schlumberger Technical Services Inc., whereupon he spent six years in Egypt and Abu Dhabi before being posted to India and the
Far East including Philippines, Taiwan, Australia and Indonesia. Amongst his last postings in Schlumberger was as Country Manager
of Schlumberger Philippines in 1986. Thereafter, he embarked upon a law degree in the United Kingdom whereupon he was admitted
as a Barrister from Gray&rsquo;s Inn, in 1989. Lock Sen practiced as a legal practitioner in Malaysia and Singapore, whereupon
in 1995, he was made partner in Ms. Khattar Wong &amp; Partners, one of the largest legal firms in Singapore. Subsequently, he
ventured into fund management and corporate finance with Prime Partners Singapore and was director of corporate finance at BNP
Prime Peregrine, then the corporate finance arm of Banque Nationale de Paris in Malaysia. In the meantime, he also obtained a Masters
in Finance from RMIT University in Melbourne. In 2000, after relocating back to Malaysia, his took up a position as director and
head of research and analysis at the Malaysian Communications and Multimedia Commission (MCMC) whereby his multidisciplinary skills
lead him to become the ICT planner for the Framework for Industry Development (FID) 2000-2004 as well as the National Broadband
Plan 2004-2009. He remained at MCMC in various positions and oversaw many ICT projects and national strategic master plans including
the National RFID Roadmap and the Digital Lifestyle Malaysia Initiative. Currently, he is the Chief Executive Officer of Smartag
Solutions Berhad, a publicly listed company on the Bursa Malaysia. He took up this position as of February 18, 2013.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Executive compensation</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company&rsquo;s current officers and directors
have not received any cash remuneration since inception. The officers will may however, receive any remuneration in the near future.
No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. The officers
and directors plan to devote a minimum of 20 hours per week to our affairs.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 8.5pt 0 0; text-align: justify">No retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees
yet but it is the intention of the Company to adopt suitable employment benefits and programs during the course of the next six
months.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">However, there are no understandings or agreements
regarding compensation our management will receive after a business combination that is required to be included in this table,
or otherwise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0pt"><B><I>Employment Contracts</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">Neither our company nor any of
our subsidiaries has any employment agreements with our or its executive officers.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Option Grants</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Neither our
company nor any of our subsidiaries granted options to executive officers during the fiscal year ended September 30, 2012.</P>


<!-- Field: Page; Sequence: 20 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->20<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Our company
had no options outstanding as of September 30, 2012.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Director Compensation</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">We did not compensate our non-employee
directors for services during our fiscal year ended September 30, 2012.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Indemnification of Directors and Executive Officers
and Limitation of Liability</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We are a
Nevada corporation. The Nevada Revised Statutes and certain provisions of our articles of incorporation, as amended, and bylaws
under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities
which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained
herein, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In general,
any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection
with a legal proceeding to which such person is a party, if that person is not liable due to conduct that constituted a breach
of his or her fiduciary duties and such breach involved intentional misconduct, fraud or a knowing violation of law, and that person&rsquo;s
actions were in good faith, were believed to be in our best interest, and were not unlawful. Indemnification may not be made for
any claim as to which the person seeking indemnity has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals, to be liable to our company unless the court in which the action or suit was brought or another court of competent
jurisdiction determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses as such court deems proper. Unless such person is successful upon the merits in such an action, indemnification
may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of
our stockholders, that the applicable standard of conduct was met by the person to be indemnified. Under our articles of incorporation,
as amended, and bylaws, we will advance expenses incurred by officers, directors, employees or agents who are parties to or are
threatened to made parties to any threatened, pending or completed action by reason of the fact that such person was serving in
such capacity, prior to the disposition of such action and promptly following request therefor, upon receipt of an undertaking
by or on behalf of such person to repay such advances if it should be determined ultimately that such person is not entitled to
indemnification.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The circumstances
under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth
above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection
with the defense or settlement of the action. Indemnification may also be granted pursuant to the terms of agreements which may
be entered in the future or pursuant to a vote of stockholders or directors. The Nevada Revised Statutes also grant us the power
to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with
their service in such a position, and we have obtained such a policy.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">A stockholder&rsquo;s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers
as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our
directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation
that may result in claims for indemnification.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.</P>


<!-- Field: Page; Sequence: 21 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->21<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Certain Relationships and
Related Party Transactions</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Other than
the transactions described below, since October 1, 2011, there has not been, nor is there currently proposed, any transaction or
series of similar transactions to which we were or will be a party:</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%">
<tr style="vertical-align: top">
    <td style="width: 90px">&nbsp;</td>
    <td style="width: 30px; padding-bottom: 11pt; text-align: justify; line-height: 115%">-</td>
    <td style="padding-bottom: 11pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif; color: black">in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years</font><font style="font: 10pt Times New Roman, Times, Serif">;&nbsp;<i>and</i></font></td></tr>
</table>
<P STYLE="font: 11pt/normal Calibri, Helvetica, Sans-Serif; margin: 0; text-align: justify">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%">
<tr style="vertical-align: top">
    <td style="width: 90px">&nbsp;</td>
    <td style="width: 30px; padding-bottom: 11pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td>
    <td style="padding-bottom: 11pt; text-align: justify; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">in which any director, executive officer, stockholders&nbsp;<font style="color: black">who beneficially owns</font>&nbsp;more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.</font></td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">On March 17, 2009, we entered
into a Revolving Promissory Note (the &ldquo;Secured Note&rdquo;) with Smartag Solutions Bhd, a Malaysian corporation, the majority
stockholder of the Company.&nbsp;&nbsp;Under the terms of the Note, Smartag Solutions Bhd., agreed to advance to the Company, from
time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September 30, 2012.&nbsp;&nbsp;All
advances shall be paid on or before September 30, 2013 and interest shall accrue from the date of any advances on any principal
amount withdrawn, and on accrued and unpaid interest thereon, at the rate of zero percent (0%) per annum, compounded annually.
As of September 30, 2012, Smartag Solutions Bhd advanced us $153,030.&nbsp;&nbsp;The Secured Note ranks senior to all current and
future indebtedness of Smartag and are secured by substantially all of the assets of Smartag.<B><I> </I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Transfer Agent and Registrar</I></B></P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-align: justify"><FONT STYLE="color: black">The
transfer agent and registrar for our common stock is Securities Transfer Corp. Its mailing address is </FONT>2591 Dallas Parkway,
Suite 102, Frisco, TX 75034<FONT STYLE="color: black">, its telephone number is (469) 633-0101, and its facsimile number is (469)
633-0088.</FONT></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Listing</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Our common
stock is currently quoted on the OTCBB and OTCQB under the trading symbol &ldquo;SMRN&rdquo;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Market Prices</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">The shares
of our common stock have been listed and principally quoted on the OTCBB and OTCQB under the trading symbol &ldquo;SMRN.&rdquo;
The following table sets forth the high and low per share sales prices for our common stock for each of the quarters in the period
beginning October 1, 2009 through September 30, 2012 as reported by the OTC Markets.</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: bottom">
    <td colspan="3" style="border-bottom: black 1pt solid; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Quarter Ended</b></font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>High</b></font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td colspan="3" style="border-bottom: black 1pt solid; text-align: center; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif"><b>Low</b></font></td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
    <td style="width: 3%; line-height: 115%">&nbsp;</td>
    <td style="width: 30%; text-align: right; line-height: 115%">&nbsp;</td>
    <td style="width: 3%; line-height: 115%">&nbsp;</td>
    <td style="width: 5%; line-height: 115%">&nbsp;</td>
    <td style="width: 3%; line-height: 115%">&nbsp;</td>
    <td style="width: 13%; text-align: right; line-height: 115%">&nbsp;</td>
    <td style="width: 3%; line-height: 115%">&nbsp;</td>
    <td style="width: 9%; line-height: 115%">&nbsp;</td>
    <td style="width: 3%; line-height: 115%">&nbsp;</td>
    <td style="width: 25%; text-align: right; line-height: 115%">&nbsp;</td>
    <td style="width: 3%; line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">December 31, 2010</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.60</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.60</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">March 31, 2011</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.60</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.60</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">June 30, 2011</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.60</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.05</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">September 30, 2011</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.05</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.05</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">December 31, 2011</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.05</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.0065</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">March 31, 2012</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.35</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.0065</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: white">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">June 30, 2012</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.35</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.35</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: bottom; background-color: #CCEEFF">
    <td style="line-height: 115%">&nbsp;</td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">September 30, 2012</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.35</font></td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%">&nbsp;</td>
    <td style="line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td>
    <td style="text-align: right; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">0.20</font></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt">&nbsp;</P>


<!-- Field: Page; Sequence: 22 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->22<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt">The closing price of our common stock as reported
on the OTC Markets on September 19, 2013, was $0.20.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in"><B><I>Holders</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">As of September 4, 2013, there were 47
registered holders of record of our common stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 12pt 0"><B><I>Dividends</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">The Registrant has not paid any
cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention
of management to utilize all available funds for the development of the Registrant's business.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Description of Our Securities</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Common or Preferred Stock</B>&nbsp;.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is authorized by its Certificate
of Incorporation to issue an aggregate of 525,000,000 shares of capital stock, of which 500,000,000 are shares of common stock,
par value $0.001 per share (the &quot;Common Stock&quot;) and 25,000,000 are shares of preferred stock, par value $0.001 per share
(the &ldquo;Preferred Stock&rdquo;). As of September 19, 2013, 10,637,151 shares of Common Stock were issued and outstanding.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">All outstanding shares of Common Stock are
of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may
be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders
of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not
have cumulative or preemptive rights.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The description of certain matters relating
to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Certificate
of Incorporation and By-Laws.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Common Stock</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.25in"><I>Dividend
Rights</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Subject to
preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common
stock are entitled to receive dividends out of funds legally available at the times and in the amounts that our board of directors
may determine.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.25in"><I>Voting
Rights</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Each holder
of our common stock is entitled to one vote for each share of our common stock held on all matters submitted to a vote of stockholders.
Cumulative voting for the election of directors is not provided for in our articles of incorporation, as amended, which means that
the holders of a majority of the voting shares voted can elect all of the directors then standing for election.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.25in"><I>No Preemptive
or Similar Rights</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Holders of
our common stock do not have preemptive rights, and our common stock is not convertible or redeemable.</P>


<!-- Field: Page; Sequence: 23 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->23<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.25in"><I>Right
to Receive Liquidation Distributions</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Upon our
dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably
among the holders of our common stock, subject to the preferential rights and payment of liquidation preferences, if any, on any
outstanding shares of preferred stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Preferred Stock</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We are authorized,
subject to limitations prescribed by Nevada law, to issue preferred stock in one or more series, to establish from time to time
the number of shares to be included in each series, to fix the designation, powers, preferences and rights of the shares of each
series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number
of shares of any series, but not below the number of shares of that series then outstanding, by the affirmative vote of the holders
of a majority of our capital stock entitled to vote, unless a vote of any other holders is required by our articles of incorporation,
as amended, or the Nevada Revised Statutes. Our board of directors may authorize the issuance of preferred stock with voting or
conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance
of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among
other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect
the market price of our common stock and the voting and other rights of the holders of our common stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">We have no
current plan to issue any shares of preferred stock.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B><I>Anti-takeover Provisions</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Certain provisions
of our articles of incorporation, as amended, and Nevada law may have the effect of delaying, deferring or discouraging another
person from acquiring control of our company.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.25in"><I>Charter
Provisions</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">Our articles
of incorporation, as amended, currently allows our board of directors to issue 25,000,000 shares of our preferred stock in one
or more series and with such rights and preferences including voting rights, without further stockholder approval. In the event
that our board of directors designates additional series of preferred stock with rights and preferences, including super-majority
voting rights, and issues such preferred stock, the preferred stock could make our acquisition by means of a tender offer, a proxy
contest or otherwise, more difficult, and could also make the removal of incumbent officers and directors more difficult. As a
result, these provisions may have an anti-takeover effect. The preferred stock authorized in our articles of incorporation, as
amended, may inhibit changes of control that are not approved by our board of directors. These provisions could limit the price
that future investors might be willing to pay for our common stock. This could have the effect of delaying, deferring or preventing
a change in control. The issuance of our preferred stock could also effectively limit or dilute the voting power of our stockholders.
Accordingly, such provisions of our articles of incorporation, as amended, may discourage or prevent an acquisition or disposition
of our business that could otherwise be in the best interest of our stockholders.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.25in"><I>Nevada
Law</I></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">In addition,
Nevada has enacted the following legislation that may deter or frustrate takeovers of Nevada corporations:</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><U>Authorized
but Unissued Stock</U>&nbsp;&ndash; The authorized but unissued shares of our common stock are available for future issuance without
stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings
to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares
of common stock may enable our board of directors to issue shares of stock to persons friendly to existing management.</P>


<!-- Field: Page; Sequence: 24 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->24<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><U>Evaluation
of Acquisition Proposals</U>&nbsp;&ndash; The Nevada Revised Statutes expressly permit our board of directors, when evaluating
any proposed tender or exchange offer, any merger, consolidation or sale of substantially all of our assets, or any similar extraordinary
transaction, to consider all relevant factors including, without limitation, the social, legal, and economic effects on our employees,
customers, suppliers, and other relevant interest holders, and on the communities and geographical areas in which they operate.
Our board of directors may also consider the amount of consideration being offered in relation to the then current market price
of our outstanding shares of capital stock and our then current value in a freely negotiated transaction.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in"><U>Control
Share Acquisitions</U>&nbsp;&ndash; Nevada has adopted a control share acquisitions statute designed to afford stockholders of
public corporations in Nevada protection against acquisitions in which a person, entity or group seeks to gain voting control.
With enumerated exceptions, the statute provides that shares acquired within certain specific ranges will not possess voting rights
in the election of directors unless the voting rights are approved by a majority vote of the public corporation&rsquo;s disinterested
stockholders. Disinterested shares are shares other than those owned by the acquiring person or by a member of a group with respect
to a control share acquisition, or by any officer of the corporation or any employee of the corporation who is also a director.
The specific acquisition ranges that trigger the statute are: acquisitions of shares possessing one-fifth or more but less than
one-third of all voting power; acquisitions of shares possessing one-third or more but less than a majority of all voting power;
or acquisitions of shares possessing a majority or more of all voting power. Under certain circumstances, the statute permits the
acquiring person to call a special stockholders meeting for the purpose of considering the grant of voting rights to the holder
of the control shares. The statute also enables a corporation to provide for the redemption of control shares with no voting rights
under certain circumstances. As permitted by the statute, we have elected in our articles of incorporation, as amended, not to
be governed by the control share acquisitions statute.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Recent Sales of Unregistered Securities</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify; text-indent: 0.5in">None</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt"><B><I>Principal Accountant Fees and Services</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>Audit Fees</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">During the years ended September 30,
2012 and 2011, the Company paid our principal accountant approximately $13,250 and $12,750, respectively for auditing services
they performed throughout those years.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>Tax Fees</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">During the years ended September 30,
2012 and 2011, our principal accountant did not render services to us for tax compliance, tax advice or tax planning.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B><I>All Other Fees</I></B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine years ended September
30, 2012 and 2011, there were no fees billed for products and services provided by the principal accountant other than those set
forth above.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Policy on Audit Committee Pre-Approval
of Audit and Permissible Non-audit Services of Independent Auditors</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">Consistent with SEC policies regarding
auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the
independent auditor.&nbsp;&nbsp;In recognition of this responsibility, the Audit Committee has established a policy to pre-approve
all audit and permissible non-audit services provided by the independent auditor.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">1.&nbsp;<B><I>Audit</I></B>&nbsp;services
include audit work performed of financial statements, as well as work that generally only the independent auditor can reasonably
be expected to provide, including statutory audits, and attest services and consultation regarding financial accounting and/or
reporting standards.</P>


<!-- Field: Page; Sequence: 25 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->25<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">2.&nbsp;<B><I>Audit-Related</I></B>&nbsp;services
are for assurance and related services that are reasonably related to the audit or review of our financial statements.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">3.&nbsp;<B><I>Tax</I></B>&nbsp;services
include all services performed by the independent auditor&rsquo;s tax personnel except those services specifically related to the
audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify">4.&nbsp;<B><I>Other Fees</I></B>&nbsp;are
those associated with products or services not captured in the other categories.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>Item 5.06<FONT STYLE="letter-spacing: 9pt">
</FONT>Change in Shell Company Status</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Company has
ceased being a shell company as defined in Rule 12b-2. Reference is made to the disclosure set forth under Item 2.01 and 5.01 of
this Current Report on Form 8-K, which disclosure is incorporated herein by reference.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify"><B>Item 9.01 Financial Statements
and Exhibits.</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">(a) Financial statements of business
acquired.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">None</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">(b) Pro forma financial information.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">None</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">(c) Shell company transactions.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Reference is made to the disclosure
set forth under Item 9.01(a) and 9.01(b) of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">(d) Exhibits.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">See attached Exhibit Index.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">&nbsp;</P>


<!-- Field: Page; Sequence: 26 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->26<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt; text-indent: 0.5in">Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/115% Times New Roman, Times, Serif; margin: 0 0 10pt">Smartag International, Inc.</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
    <td colspan="2" style="padding-right: 0.1in; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">September 23, 2013</font></td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: top">
    <td colspan="2">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.8pt 0 0; text-indent: 0.5in">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.8pt 0 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.8pt 0 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.8pt 0 0">&nbsp;</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 1.8pt 0 0">&nbsp;</P></td>
    <td style="line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: top">
    <td colspan="2" style="padding-right: 1.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: top">
    <td style="width: 66%; border-bottom: black 1.5pt solid; padding-right: 3.2pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">/s/ Yow Lock Sen</font></td>
    <td style="width: 9%; padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="width: 25%; padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<tr style="vertical-align: top">
    <td colspan="2">
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.1in 0 0">Name: Lock Sen Yow</P>
        <P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0.1in 0 0">Title: Chief Executive Officer</P></td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt">&nbsp;</P>


<!-- Field: Page; Sequence: 27 -->
    <DIV STYLE="margin-bottom: 6pt; border-bottom: Black 2pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">-<!-- Field: Sequence; Type: Arabic; Name: PageNo -->27<!-- Field: /Sequence -->-</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0 0 12pt">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0"><B>EXHIBIT INDEX</B></P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<table cellspacing="0" cellpadding="0" style="font: 10pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
<tr style="vertical-align: top">
    <td style="width: 8%; border-bottom: black 1.5pt solid; padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Number</font></td>
    <td style="width: 92%; border-bottom: black 1.5pt solid; padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Description</font></td></tr>
<tr style="vertical-align: top">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">3.1</font></td>
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 of Company's Form 10 filed on November 16, 2009)</font></td></tr>
<TR STYLE="vertical-align: top; background-color: White">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">3.2</font></td>
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Bylaws of Smartag International, Inc. (incorporated herein by reference to Exhibit 3.1 of Company's Form&nbsp;8-K dated September 30, 2012)</font></td></tr>
<TR STYLE="vertical-align: top; background-color: White">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">10.1</font></td>
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Convertible Note between Smartag International, Inc. and Ventana Capital Partners, Inc. dated November 18, 2009 (incorporated herein by reference to Exhibit 10.1 of Company's Form 10 filed on November 16, 2009)</font></td></tr>
<TR STYLE="vertical-align: top; background-color: White">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">10.2</font></td>
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Secured Revolving Promissory Note between Smartag International Inc. and Smartag Solutions Bhd. Dated March 17, 2009. (incorporated herein by reference to Exhibit 10.3 of Company's Form 10 filed on November 16, 2009)</font></td></tr>
<TR STYLE="vertical-align: top; background-color: White">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">10.3</font></td>
    <td style="padding-right: 1.6pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Security Agreement between Smartag International Inc. and Smartag Solutions Bhd. Dated March 17, 2009. (incorporated herein by reference to Exhibit 10.4 of Company's Form 10 filed on November 16, 2009)</font></td></tr>
<TR STYLE="vertical-align: top; background-color: White">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="padding-right: 0.8pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">10.4</font></td>
    <td style="padding-right: 0.8pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Licensing and Technology Agreement between Smartag International Inc. and Smartag Solutions Bhd. Dated September 19, 2013</font></td></tr>
<TR STYLE="vertical-align: top; background-color: White">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <td style="padding-right: 0.8pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">&nbsp;10.5</font></td>
    <td style="padding-right: 0.8pt; line-height: 115%"><font style="font: 10pt Times New Roman, Times, Serif">Loan Agreement between Smartag International Inc. and Smartag Solutions Bhd. Dated September 19, 2013</font></td></tr>
<TR STYLE="vertical-align: top; background-color: White">
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td>
    <td style="padding-right: 0.8pt; line-height: 115%">&nbsp;</td></tr>
</table>
<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt/normal Times New Roman, Times, Serif; margin: 0">&nbsp;</P>



<P STYLE="margin: 0"></P>

</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "smrnform8k130923.htm", "description": "SMARTAG INTERNATIONAL, INC. FORM 8-K SEPTEMBER 23, 2013", "secsgml_size_bytes": 173188}]
{"company-data": {"conformed-name": "Smartag International, Inc.", "cik": "0001469207", "assigned-sic": "6770", "irs-number": "810554149", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-53792", "film-number": "131110665"}, "business-address": {"street1": "1328 W. BALBOA BLVD. SUITE C", "city": "NEWPORT BEACH", "state": "CA", "zip": "92661", "phone": "949-903-0468"}, "mail-address": {"street1": "PO BOX 4198", "city": "NEWPORT BEACH", "state": "CA", "zip": "92661"}}
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported): September 19, 2013
SMARTAG INTERNATIONAL, INC.
(Exact name of registrant issuer as specified
in its charter)
File Number 000-53792
Nevada
81-0554149
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
1328 West Balboa Boulevard Suite C, Newport Beach, CA 92661
(Address of principal executive offices, including zip code)
Registrant's phone number, including area code
(949) 903-0468
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General
Instruction A.2. below): [ ]
¨      Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨      Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨      Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨      Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward Looking Statements
This Current
Report on Form 8-K, including the sections entitled "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Description of Business," contains "forward-looking
statements" that include information relating to future events, future financial performance, strategies, expectations, competitive
environment, regulation and availability of resources. These forward-looking statements include, without limitation: statements
regarding proposed new services; statements concerning litigation or other matters; statements concerning projections, predictions,
expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements
of management's goals and objectives; and other similar expressions concerning matters that are not historical facts. Words
such as "may," "will," "should," "could," "would," "predicts,"
"potential," "continue," "expects," "anticipates," "future," "intends,"
"plans," "believes" and "estimates," and similar expressions, as well as statements in future
tense, identify forward-looking statements.
Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications
of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information
available at the time they are made and/or management's good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited
to:
-
our failure to implement our business plan within the time period we originally planned to accomplish; and
-
other factors discussed under the headings "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Business."
Forward-looking
statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume
no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more
forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking
statements.
-
2
-
Item 1.01 Entry into a Material Definitive
Agreement.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 5.06 Change in Shell
Company Status.
LICENSING AGREEMENT &
LOAN AGREEMENT
Licensing Agreement
On
September 19, 2013, we entered into a Licensing and Technology Agreement ("Licensing Agreement") with, Smartag Solutions
Berhad, a Malaysian company ("SSB"). Under the terms of the Licensing Agreement, SSB licensed to the Company the
exclusive
rights to use, modify and further enhance and develop SSB's Smartrack™ software engine for any project handled or sponsored
by the Company and hereby designates the Company in perpetuity from the date hereof to redistribute, outsource or further enhance
the Smartrack™ engine for any projects, whether within North America or even between North America and any other country
in the world provided however that the traceability project is sponsored by the Company. The Company is to pay $200,000 for the
license ("Licensing Fee"). The Licensing Fee shall be made within three months from the date of invoice from SSB to
the Company after the completion and handing over to the Company of the server with the Smartrack™ engine together with the
installation and commissioning of the Company's new website before the end of September 2013. Any delay in payment after
three months shall incur an interest at market rate and in any event shall not be delayed beyond end of March 2014.
Under the
Agreement, SSB also agrees to develop, install and commission the Smartrack™ in North America at its own costs and place
one SSB's server in a data center in the United States and subsequently develop and install traceability systems for the
retail North American market as well as link up SSB's related solutions and services currently in place with all the certification
and/or accreditation as may be required by EPC GS1 Global within two months from the date hereof.
A
copy of the Licensing Agreement is attached to this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference.
Loan Agreement
On September 19, 2013, we entered into a Loan Agreement ("Loan Agreement") with SSB. Under the terms of the agreement, SSB loaned
the Company $200,000 ("Loan"). The Loan shall be repaid on or before September 30, 2014 and interest shall accrue from
the date of any advances on any principal amount withdrawn, and on accrued and unpaid interest thereon, at the rate of zero percent
(0%) per annum, compounded annually. A copy of the Loan Agreement is attached to this Current Report on Form 8-K as Exhibit 10.5
and is incorporated herein by reference.
DESCRIPTION OF THE BUSINESS
Immediately
prior to entering into the Licensing Agreement, we were a public "shell" company with nominal assets. As a result of
the Licensing Agreement, we are solely engaged in the business of traceability solutions. With respect to this discussion, the
terms "we," "us," "our" and "Company" refer to Smartag International, Inc., a Nevada
corporation and "Smartag Group" refers to the Smartag Group of companies including Smartag Solutions Berhad ("SSB"),
listed on the Malaysian Stock Exchange and Smartag International Inc..
We are an
emerging growth company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the "Securities Act").
We will continue to be an emerging growth company until: (i) the last day of our fiscal year during which we had total annual gross
revenues of $1,000,000,000 or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first
sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have,
during the previous 3-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which we are deemed
to be a large accelerated filer, as defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
-
3
-
As an emerging
growth company, we are exempt from:
-
Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;
-
The requirement to provide, in any registration statement, periodic report or other report to be filed with the commission, certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;
-
Compliance with new or revised accounting standards until those standards are applicable to private companies;
-
The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 to provide auditor attestation of our internal controls and procedures; and
-
Any Public Company Accounting Oversight Board ("PCAOB") rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.
We have elected
to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart
Our Business Startups Act.
We are also
a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to
provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation
disclosure under Item 402 of Regulation S-K.
We specialize
in traceability and mobile payments. We provide food traceability, Radio Frequency Identification ("RFID") solutions,
near field communications, track and trace services and micro payment services.
-
4
-
In 2009,
SSB's dedicated R&D team commenced development of Smartrack™ EPCIS (Electronic Product Code Information Systems),
which culminated in the company receiving the 'Best of e-Logistics Merit Award' for Smartrack™ at the MSC Malaysia
APICTA Awards 2010, and Merit Winner under the category of e-Logistics and Supply Chain Management at the Asia Pacific ICT Alliance
Awards 2010. Smartrack™ is also one of the first in Asia Pacific and in the world to pass all nine (9) conformance test branches
conducted by MET Laboratories Inc. on behalf of GS1 International whereupon Smartrack™ was subsequently awarded with the
EPC Global Software Certification Mark. This allowed SSB to link up multiple supply chain logistics company systems together safely
into one traceability system using RFID and Bar Codes.
Our plan
is to connect to the extensive food traceability platform which has been developed by SSB. The extended network will thus allow
us to have a wide reach which will cover not only Malaysia, China, Hong Kong, Taiwan, and Indonesia but will also penetrate new
markets in the USA and Canada.
We have been
funding our operations through loans from SSB over the past few years. Going forward, our ability to continue as a going concern
is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations.
We are currently in discussions with several investment banks and private lenders to obtain additional debt or equity financing.
There is no guarantee that we will be able to obtain additional financing.
History and Background
Smartag
International, Inc., a Nevada corporation ("Smartag," "Company," "we," "us," or
"our"), was formed as Theca Corporation on March 24, 1999 in Colorado.   On November 29, 2004, we merged
with Art4Love, Inc., a Delaware corporation, into Art4Love, Inc. a Nevada corporation.  Art4love, Inc. attempted to sell
and lease art to companies and individuals from artists' collections worldwide.  The Company ceased operations
in December 2006.
On
December 31, 2008, pursuant to a Share Purchase Agreement Chad Love Lieberman, the Company's former majority stockholder
and President, sold to Smartag Solutions Bhd. an aggregate of 10,000,000 shares of Company common stock (the "Sale")
which amounted to 98.6% of the Company.
On
February 19, 2009, Art4Love changed its name to Smartag International, Inc. SSB, has been publicly trading on the Malaysian Stock
Exchange since April 2011. Amongst the list of accomplishments of the Smartag Group of companies include:
Smartag provides innovative
solutions and services to various industries in the private and government sectors through Internet and Mobility applications technologies
to deliver our products and services to homes and businesses.
Smartag has been selected by
government sponsored Multimedia Development Corporation (MDEC) in Malaysia, the mandated organization to visualize, and drive Digital
Malaysia to establish a Trusted Mobile Digital Wallet System based on Near Field Communication for Mobile Phones.
Fully developed Smartrack™
EPCIS (Electronic Product Code Information Services), which culminated in the company receiving the 'Best of e-Logistics
Merit Award' for Smartrack™ at the MSC Malaysia APICTA Awards 2010, and Merit Winner under the category of e-Logistics
and Supply Chain Management at the Asia Pacific ICT Alliance Awards 2010. Smartrack™ is also the first in Asia Pacific, and
the second in the world to pass all nine (9) conformance test branches conducted by MET Laboratories Inc. on behalf of GS1 International
whereupon Smartrack™ was subsequently awarded with the EPC Global Software Certification Mark. This allows us to link up
multiple supply chain logistics company systems together safely into one traceability system using RFID and Bar Codes.
Developed comprehensive Food
Traceability solution from Farm to table, using GPS, Internet and mobility technologies. The solution is suitable for products
like Palm Oil, Frozen meat, high value herbs and health care products.
-
5
-
Our Products and Services
We specialize
in traceability and mobile payments. We provide food traceability, RFID solutions, near field communications, track and trace services
and micro payment services. In 2011, we adjusted our business plan to take advantage of opportunities to expand our business worldwide
and tap into the market for Regional Food traceability solutions and we intend to expand operations to take advantage of increasing
global demand.
Meat
Traceability Solutions and Platforms
In the immediate
future we will focus on food traceability and in particular meat traceability. Thus we will provide "farm-to-table"
meat traceability system which includes the ability to facilitate product recall.
The meat
supply chain tracking start from the farms using the animal ear RFID tags to identify and manage the animal from birth certificate
and its health records. At the slaughter house the animal ear tag is used to identify the slaughtered animal's origin and
retrieve its records. The information from the slaughter house will be included and passed on supply chain. Companies and governmental
organizations access to the system to track the meat supply chain information from birth to current state and monitor the slaughtered
animal to ensure it is slaughtered in a licensed abattoirs and the parties are involved in the whole supply chain. In this respect,
our long standing relationship to markets in the Far East becomes very important for Smartag's customers from North America
supply frozen meats to markets in China, Indonesia, Malaysia and the Middle East, where SSB's strengths are. Thus we will
link importers/wholesalers from across the pacific rim to use the system to record the frozen meat supplied and check its source.
Other
Track and Trace Solutions - Halal
Traceability System
Halal is
an Arabic word "حلآل" mean "permitted' or "lawful".
Halal Certification
is a process carry out by an authorized Muslim body to ensure that food preparation processes comply with Islam Law or Syariah'.
Halal
Traceability System Features
The system
involves three components namely
Halal and Health Premise Certification
Halal Logistic Certification
Halal Food Traceability
-
6
-
The system
is designed to manage the Halal Certificated issued by the authority and allow a Muslim to verify the Halal outlets authenticity.
Halal logistic certification is to ensure the transport system used, warehouse and freezer are certified Halal, and avoid any contamination
from non-Halal elements. The Halal Food Traceability system is to provide supply chain tracking of raw material supply and processed
finished goods to ensure compliance with Halal requirements.
Halal
and Health Premise Certification
This component
registers all premises (ranches, abattoirs, warehouses, freezers, restaurants, hotels and etc) that had been certified Halal compliance
by an Islamic body. The certified body will received a Halal Certificate and Premise RFID and QR-code tag that record its registration
number of GPS location. Anyone could use the mobile application provided to scan or read the tag to verify the Halal Certification
authenticity in real-time.
Halal
Logistic Certification
All trucks,
warehouse and shipping containers used for transporting Halal food must comply with the Halal guidelines, for instant a Container
has to be "Samak" clean if it was previously used to transport non-Halal goods. The "Samak" container will
be issued with a "Samak" Certificates.
Halal
Food Traceability
This component
track all the raw material used to manufacture or produce Halal certified food, and its supply chain.
The following
diagram illustrates the Halal Meat export to another country via sea.
-
7
-
The ranch
and Abattoir have to be registered and audited by the Importer Agriculture department and Islamic Association to ensure they comply
to the hygiene and Halal requirements. The registration of Halal Premise is based on GS1 standards. The Halal Certified Ranch owners
are responsible to register all animal or stock under their care. The animal information are recorded in the Halal Traceability
System. The Halal Certified Abattoir must first register their qualified "Imam" who offer prayer to animal prior to
slaughter. The Abattoir must also record the animal identity required from Ranches. The animals are from Halal Certified Ranches.
Once the animals are slaughtered the cut meat must be identified animal origin. Once they are identified and label and captured
by the system, the meat will be packed and freeze.
Technology
We believe
the core competencies of our company are the ability to develop and build a food traceability platform across borders using Smartrack™,
one of the first certified EPCIS solutions in the world, together with the extensive knowledge and networking with customer requirements,
customs regulations and logistics routes in areas where we operate. . Together with this core software platform we have used a
combination of multiple hardware and application namely:-
Online Internet Near Field Communication
("NFC") applications
Mobility handheld devices
Global Positioning System ("GPS")
and SIM card technologies
Long range antenna readers
Central server applications
and database shared services
Tags personalization, security
and encryption
Secure food grade packing system
Supply Chain
The supply
chain across borders remain a challenge in this industry and we plan to focus on this. The costs of doing food traceability relies
on us convincing our clients to use our services for a slight increase in the normal costs of supplying food across borders. With
the increasing demand across the world for food safety, we feel that clients are will to pay the slight increase because more and
more importance is given to issues on food safety. Our system combines not only authentication of our client's products but
also actual traceability along the supply chain wherein our reliance on SMARTRACK has proven that it is a practical and safe way
to link up multiple platforms along the supply chain into one cohesive system by providing actual online data to suit the client's
requirements.
By virtue of being
one of the first internationally GS1 certified track & trace solutions provider specializing in food traceability with existing
multiple platforms linked to government agencies such as customs departments and quarantine agencies as well as the ability to
provide private sector logistics companies, sellers and buyers alike, we are in the position to be one of the first to offer a
truly independent global food traceability cross border platform. By linking up the existing cross border network systems already
established in the Far East and developed by SSB and its partners in countries ranging from Malaysia, Thailand, Indonesia, Hong
Kong, Taiwan, China and the Middle East with new ones to be developed in North America via an immediate transfer of technology
and the setting up of RFID food traceability network and infrastructure, we can offer a truly Asia-Pacific platform to food exporters
and importers and well as logistics suppliers who are focused on food safety and traceability.
-
8
-
Marketing Strategy
We are set to target
numerous sectors for its food traceability solutions, particularly: (i) the Halal market, including US Beef, Chicken, American
Ginseng, pharmaceuticals, Australian and New Zealand beef, lamb, Vietnamese sea-foods, and Halal cosmetics; (ii) the Non-Halal
market, including US pork for the greater China market; (iii) the sensitive products market, including milk powder, drugs, medicines,
and other specialized products upon demand; and (iv) the exotic niche products market, including Malaysian edible bird's
nest, Maine and Canadian lobsters, California wines, and Scotch whiskey and Chinese white wine.
Within two years,
we intend to expand the availability of its products to markets outside of South East Asia, including the U.S., Canada, Australia,
Asia and the Middle East via Smartag International. We have developed successful tracing systems for the following products: (i)
Edible Birds Nest - Smartag's traceability system the capability to have online access, via the Department of Veterinary
Services in Malaysia to thousands of government registered birds nest house throughout Malaysia; (ii) Pigs - Smartag's traceability
system has online access to one of the largest pig farm area in Malaysia with the capacity for 500,000 pigs; (iii) Edible Palm
Oil - Smartag is also tracking Crude Palm Oil from the Palm Oil plantations to the Mill and onwards to the refinery for the Malaysian
Palm Oil Board (MPOB) to China, India & Japan. Our traceability system has linked export permits online to the official China
Import & Export Fair Trading system belonging to the Canton Trade Fair – currently the world's largest trade fair;
(ii) INDONESIA – we are currently linking to Indonesian Palm Oil from the some of the world's biggest palm oil plantations
to the designated tanker ports for onward distribution to Japan, India, the USA and China; and (iii) VIETNAM.
S
Sales Strategy
We may partner
with other companies with competent sales and marketing expertise in the future in order for us to start the sale of our products
and services. However, much of the sales would come from our ability to meet the requirements from the demand side in China and
the Middle East. It is quite often the case that no one will seek for food traceability services unless there are issues concerning
food safety, adulteration, and fake goods. In this respect, China, as a major food market for the USA, will provide us the initial
sales, especially for wines and other higher value consumables. Likewise, the Middle East is a market for Halal Food, which also
requires traceability in addition to issues addressing Halal certification. It is often the case that high end meats, including
Wagyu beef, and high quality mutton is increasingly coming online as a Halal food item not only the Muslim markets in the USA,
but also to our established markets in Malaysia, Indonesia as well as the Middle East.
-
9
-
Regulation
Wherever
there are logistics services for food to be delivered cross borders, there are significant regulations which involve food safety
and in this respect, this becomes a "double edge sword" as Smartag's ability to provide a niche relies upon the
fact that we can and shall work within the framework of these health and food safety regulations, which may differ in terms of
one country to another, especially in terms of quarantine and inspection laws and regulations. These regulations are increasingly
working in our favor as more and more jurisdictions are insisting on food traceability systems as part of the conditions for importing
food into their countries. China's Customs, Inspection and Quarantine (AqSIQ), for instance, has insisted that Edible Birds
Nest imported from Malaysia and Indonesia, must come together with traceability records right from the "farm". This
augurs very well for us as it means that every exporter of such products from Malaysia or Indonesia would essentially require services
such as ours. However, because each one of these regulations for every food item will take time for our clients to comply, our
ability to expand our business will be such that we have to wait for the health and food safety regulators to regulate our clients
and this may slow down our expansion plans.
Nevertheless,
with our business strategy, we will start first with essentially high value products on a voluntary basis whereby even though the
law in some cases may not require traceability systems in place. We believe that the higher end supply chain market forces will
dictate the necessity for showing that their products is traceable from "farm to fork" thus creating the demand for
our services. This may take some time but we believe it will happen very soon in a big way as food safety has become a major concern
worldwide.
Competition
There may
be many companies offering RFID and Bar Code technologies who are able food traceability services within the USA but there are
not many companies which are able to offer cross border trans Pacific food traceability to China, Hong Kong, Taiwan as well as
the growing population in South-east Asia. Those who are able to compete with us will be only a handful and in this respect, it
is the quality of the online information provided that distinguishes between our services and those others which provide authentication
and not true traceability along the supply chain.
In this respect,
we believe that there are not many other companies whereby the EPCIS system such as ours has been certified by METLABS Inc on behalf
of GS1 International outside of the USA. As such we feel that we are definitely one of the early pioneers in this respect, which
can offer to our clients something definitely unique and truly independent.
Intellectual Property
By virtue
of the technology transfer agreement, we have basically acquired the rights to use and distribute Smartrack™ indefinitely,
which the parent company has filed for registration of the Smartrack™ name. It is pending approval. However, essentially
this business is not critically dependent on Intellectual Property rights as it is a services orientated business, Clients will
use our services because it brings them to the level of compliance with health authorities in some cases and in other cases, value
added propositions to which they can distinguish their own products.
Seasonality
We believe
that this business in not critically seasonal for essential food delivery save for seasonal demands during festivities whereby
the demand for food, especially high end products such as wines and meats may increase.
-
10
-
Principal Executive Offices
Our principal
executive offices are currently located at 1328 West Balboa Boulevard Suite C, Newport Beach, CA 92661. Our telephone numbers are
+1(206)4898965 and +1(949) 3101762. We believe our facilities are inadequate to meet our current and near-term needs for the next
twelve months and we intend to lease premises within the state of California or Nevada within this period.
Employees
As of June
2013, we had 2 full-time employees and 8 part-time employees. Since inception, we have never had a work stoppage, and our employees
are not represented by labor unions. We consider our relationship with our employees to be positive.
LEGAL PROCEEDINGS
We are not involved in any legal
proceedings.
-
11
-
RISK FACTORS
An investment in the Company is highly
speculative in nature and involves an extremely high degree of risk.
We have a history of net losses and
will not achieve or maintain profitability.
We have a history of incurring losses
from operations. As of June 30, 2013, we had an accumulated deficit of approximately $1,414,992, of which approximately $1,164,967
was incurred prior to the cessation of the previous operating business on December 31, 2006.  We anticipate that our
existing cash and cash equivalents will be sufficient to fund our business needs in the near term. Our ability to continue may
prove more expensive than we currently anticipate and we may incur significant additional costs and expenses in connection with
the launching our business.
We depend
on key personnel to manage our business effectively, and, if we are unable to hire, retain or motivate qualified personnel, our
ability to design, develop, market and sell our systems could be harmed.
The loss of
the services of any of our key personnel may seriously harm our business, financial condition and results of operations. In addition,
the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly operations, finance,
accounting, sales and marketing personnel, may also seriously harm our business, financial condition and results of operations.
Our ability to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful
in the future.
We will
continue to incur the expenses of complying with public company reporting requirements.
We have an
obligation to continue to comply with the applicable reporting requirements of the Exchange Act which includes the filing with
the SEC of periodic reports, proxy statements and other documents relating to our business, financial conditions and other matters,
even though compliance with such reporting requirements is economically burdensome.
Our business is difficult to evaluate
because we have no recent operating history.
As the Company has no recent operating
history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate
a business combination. The Company has had no recent operating history nor any revenues or earnings from operations since inception.
We have no significant assets or financial resources.
Our
financial statements indicate conditions exist that raise substantial doubt as to whether we will continue as a going concern.
Our audited
financial statements for the year ended September 30, 2012 indicate conditions exist that raise substantial doubt as to whether
we will continue as a going concern. Our continuation as a going concern is dependent upon our ability to obtain financing to fund
the continued development of products and working capital requirements. If we cannot continue as a going concern, our stockholders
may lose their entire investment.
Changes
in the regulatory food safety requirements could adversely affect our business, financial condition or results of operations.
Our operations
are subject to varying degrees of regulation by the FDA, other federal, state and local regulatory agencies and legislative bodies
and their equivalent counter parts in other countries. Adverse decisions or new or amended regulations or mandates adopted by any
of these regulatory or legislative bodies could negatively impact our operations by, among other things, causing unexpected or
changed capital investments, lost revenues, increased costs of doing business, and could limit our ability to engage in certain
sales or marketing activities.
-
12
-
Our products and networked platforms
may be dependent on other third party software or networks which may contain defects or software errors, which could result in
damage to our reputation, lost revenue, diverted development resources and increased service costs, warranty claims, and litigation
We warrant that our products will be free
of defect for various periods of time, depending on the product. In addition, certain of our contracts include epidemic failure
clauses. If invoked, these clauses may entitle the customer to return or obtain credits for products and inventory, or to cancel
outstanding purchase orders even if the products themselves are not defective.
We must develop our products and networked
platforms quickly to keep pace with the rapidly changing market, and we have a history of frequently introducing new products.
Products and services as sophisticated as ours could contain undetected errors or defects, especially when first introduced or
when new models or versions are released. In general, our products may not be free from errors or defects after commercial shipments
have begun, which could result in damage to our reputation, lost revenue, diverted development resources, increased customer service
and support costs, warranty claims, and litigation.
Our products are highly technical,
and some of our software relies on third party technologies including open source software, so if integration or incompatibility
issues arise with these technologies, these technologies become unavailable or our products contain errors, defects or security
vulnerabilities, our product and services development may be delayed, our reputation could be harmed and our business could be
adversely affected
Our products, including our software products,
are highly technical and complex and, when deployed, may contain errors, defects or security vulnerabilities. Some errors in our
products may only be discovered after a product has been installed and used by customers. In addition, we rely on software that
we license from third parties, including software that is integrated with internally developed software and used in our products
to perform key functions. Errors, viruses or bugs may also be present in software that we license from third parties and incorporate
into our products or in third party software that our customers use in conjunction with our software. In addition, our customers'
proprietary software and network firewall protections may corrupt data from our products and create difficulties in implementing
our solutions. Changes to third party software that our customers use in conjunction with our software could also render our
applications inoperable. Any errors, defects or security vulnerabilities in our products or any defects in, or compatibility
issues with, any third party software or customers' network environments discovered after commercial release could result
in loss of revenues or delay in revenue recognition, loss of customers, theft of our trade secrets, data or intellectual property
and increased service and warranty cost, any of which could adversely affect our business, financial condition and results of operations.
Undiscovered vulnerabilities in our products alone or in combination with third party software could expose them to hackers or
other unscrupulous third parties who develop and deploy viruses, worms, and other malicious software programs that could attack
our products. Actual or perceived security vulnerabilities in our products could harm our reputation and lead some customers to
return products, to reduce or delay future purchases or use competitive products.
-
13
-
The third party software licenses we rely
upon may not continue to be available to us on commercially reasonable terms, or at all, and the software may not be appropriately
supported, maintained or enhanced by the licensors, resulting in development delays. Some of these software licenses are subject
to annual renewals at the discretion of the licensors. In many cases, if we were to breach a provision of these license agreements,
the licensor could terminate the agreement immediately. We license technologies and patents underlying some of our software
from third parties, and the loss of these licenses could have a material adverse effect on our business. The loss of licenses
to, or inability to support, maintain and enhance, any such third party software could result in increased costs, or delays in
software releases or updates, until such issues have been resolved. This could have a material adverse effect on our business,
financial condition, results of operations, cash flows and future prospects.
We also incorporate open source software
into our products. Although we monitor our use of open source closely, the terms of many open source licenses have not been interpreted
by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions
or restrictions on our ability to market or sell our products or to develop new products. In such event, we could be required to
seek licenses from third-parties in order to continue offering our products, to disclose and offer royalty-free licenses in connection
with our own source code, to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot
be accomplished on a timely basis, any of which could adversely affect our business.
The volatility of our stock price
could adversely affect an investment in our common stock
The market price of our common stock has
been, and may continue to be, highly volatile. We believe that a variety of factors could cause the price of our common stock to
fluctuate, perhaps substantially, including:
•
announcements and rumors of developments related to our business or the industry in which we compete,
•
quarterly fluctuations in our actual or anticipated operating results and order levels,
•
general conditions in the worldwide economy,
•
acquisition announcements,
•
new products or product enhancements by us or our competitors,
•
developments in patents or other intellectual property rights and litigation,
•
developments in our relationships with our customers and suppliers, and
•
any significant acts of terrorism.
In addition, in recent years the stock
market in general and the markets for shares of "high-tech" companies in particular, have experienced extreme price
fluctuations which have often been unrelated to the operating performance of affected companies. Any such fluctuations in the future
could adversely affect the market price of our common stock, and the market price of our common stock may decline.
Our information systems or those of
our outside vendors may be subject to disruption, delays or security incidents that could adversely impact our customers and operations
We rely on our information systems and
those of third parties for things such as processing customer orders, delivery of products, providing services and support to our
customers, billing and tracking our customers, hosting and managing customer data, and otherwise running our business. Any disruption
in our information systems and those of the third parties upon whom we rely could have a significant impact on our business.
-
14
-
A security incident in our own systems
or the systems of our third party providers may compromise the confidentiality, integrity, or availability of our own internal
data, the availability of our products and websites designed to support our customers, or our customer data. Unauthorized access
to our proprietary business information or customer data may be obtained through break-ins, breach of our secure network by an
unauthorized party, employee theft or misuse, breach of the security of the networks of our third party providers, or other misconduct.
It is also possible that unauthorized access to customer data may be obtained through inadequate use of security controls by customers.
While our products and services provide and support strong password controls, IP restriction and other security mechanisms, the
use of such mechanisms are controlled in many cases by our customers.
We may also experience delays or interruptions
caused by a number of factors, including access to the internet, the failure of our network or software systems, or significant
variability in visitor traffic on our product websites. It is also possible that hardware or software failures or errors in our
systems, or in those of our third party providers, could result in data loss or corruption or cause the information that we collect
to be incomplete or contain inaccuracies that our customers regard as significant. These failures and interruptions could harm
our reputation and cause us to lose customers.
Although our systems have been designed
around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences, they remain vulnerable
to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, cyber-attacks,
computer viruses, computer denial-of-service attacks, human error, hardware or software defects or malfunctions (including defects
or malfunctions of components of our systems that are supplied by third-party service providers), and similar events or disruptions.
Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems
are also subject to break-ins, sabotage, and intentional acts of vandalism. Despite any precautions we may take, the occurrence
of a natural disaster, a decision by any of our third-party hosting providers to close a facility we use without adequate notice
for financial or other reasons, or other unanticipated problems at our hosting facilities could cause system interruptions and
delays, and result in loss of critical data and lengthy interruptions in our services.
Our global operations expose us to
risks and challenges associated with conducting business internationally, and our results of operations may be adversely affected by
our efforts to comply with U.S. laws which apply to international operations, such as the Foreign Corrupt Practices Act and US
export control laws, as well as the laws of other countries.
We operate on a global basis with offices
or activities in Asia, the Middle East, and North America. We face several risks inherent in conducting business internationally,
including compliance with international and U.S. laws and regulations that apply to our international operations. These laws and
regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions,
export control laws, U.S. laws such as export control laws and the FCPA, and similar laws in other countries which also prohibit
corrupt payments to governmental officials or certain payments or remunerations to customers. Many of our products are subject
to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold, or require
an export license in connection with sales outside the United States. Given the high level of complexity of these laws, there is
a risk that some provisions may be inadvertently breached, for example through fraudulent or negligent behavior of individual employees,
our failure to comply with certain formal documentation requirements or otherwise. Also, we may be held liable for actions taken
by our local partners. Violations of these laws and regulations could result in fines, criminal sanctions against us, our
officers or our employees, and prohibitions on the conduct of our business. Any such violations could include prohibitions on our
ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international
expansion efforts, our ability to attract and retain employees, our business and our operating results.
-
15
-
In addition, we operate in many parts
of the world that have experienced significant governmental corruption to some degree and, in certain circumstances, strict compliance
with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent
that our competitors are able to secure business, licenses or other preferential treatment by making payments to government officials
and others in positions of influence or through other methods that U.S. law and regulations prohibit us from using. Our success
depends, in part, on our ability to anticipate these risks and manage these difficulties.
In addition to the foregoing, engaging
in international business inherently involves a number of other difficulties and risks, including:
•
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems,
•
political and economic instability,
•
potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers,
•
difficulties and costs of staffing and managing foreign operations,
•
difficulties protecting or procuring intellectual property rights, and
•
fluctuations in foreign currency exchange rates.
These factors or any combination of these
factors may adversely affect our revenue or our overall financial performance.
Because our common stock is considered
a "penny stock" any investment in our common stock is considered to be a high-risk investment and is subject to restrictions
on marketability.
Our common stock is currently traded
on the OTC Markets and OTC Bulletin Board and is considered a "penny stock." The OTC Markets and OTC Bulletin Board are
generally regarded as a less efficient trading market than the NASDAQ Capital Market.
The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those
rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and
the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer
quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account
statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require
that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for
our common stock.
Since our common stock is subject to
the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations
on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock
in the secondary market.  There is no assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any
exchange, even if eligible.
-
16
-
We have additional securities available
for issuance, including preferred stock, which if issued could adversely affect the rights of the holders of our common stock.
Our articles of incorporation authorize
the issuance of 500,000,000 shares of common stock and 25,000,000 shares of preferred stock.  The common stock and the
preferred stock can be issued by, and the terms of the preferred stock, including dividend rights, voting rights, liquidation preference
and conversion rights can generally be determined by, our board of directors without stockholder approval. Any issuance of preferred
stock could adversely affect the rights of the holders of common stock by, among other things, establishing preferential dividends,
liquidation rights or voting powers. Accordingly, our stockholders will be dependent upon the judgment of our management in connection
with the future issuance and sale of shares of our common stock and preferred stock, in the event that buyers can be found therefore.
Any future issuances of common stock or preferred stock would further dilute the percentage ownership of our Company held by the
public stockholders.
The Company may be subject to certain
tax consequences in our business, which may increase our cost of doing business.
We may not be able to structure our
acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering
into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction
may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions.
We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target
entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization
or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.
The Company intends to issue more
shares in a merger or acquisition, which will result in substantial dilution.
Our Certificate of Incorporation authorizes
the issuance of a maximum of 500,000,000 shares of common stock and a maximum of 25,000,000 shares of preferred stock. Any
merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result
in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock
issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm's-length basis by our management,
resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors
has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional
shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests
of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.
The Company has conducted no market
research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.
The Company has neither conducted nor
have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no
assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific
business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business
or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank
financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable
to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act
without the consent, vote or approval of our stockholders.
-
17
-
We cannot assure you that following
a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.
Following a business combination, we
may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following
such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that
we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business
combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the "pink sheets," where
our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common
stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes
various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers
and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which
may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business
combination.
There is no public market for our
common stock, nor have we ever paid dividends on our common stock.
There is no public trading market for
our common stock and none is expected to develop in the foreseeable future unless and until the Company completes a business combination
with an operating business and such business files a registration statement under the Securities Act. Additionally, we have never
paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that
any funds available for payment of dividends will be re-invested into the Company to further its business strategy.
Authorization of preferred stock.
Our Certificate of Incorporation authorizes
the issuance of up to 25,000,000 shares of preferred stock with designations, rights and preferences determined from time to time
by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of
the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to
issue any shares of its authorized preferred stock, there can be no assurance that the Company will not do so in the future.
We are an emerging growth
company within the meaning of the Securities Act, and as a consequence of taking advantage of certain exemptions from reporting
requirements that are available to emerging growth companies, our financial statements may not be comparable to companies that
comply with public company effective dates.
We are an emerging growth company
as defined in Section 2(a)(19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may
take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or
revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new
or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made
applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public
companies that comply with such new or revised accounting standards.
-
18
-
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following
table sets forth certain information regarding our common stock beneficially owned on September 19, 2013, for (i) each stockholder
known to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each of our executive officers and directors,
and (iii) all executive officers and directors as a group. In general, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or
to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person
has the right to acquire beneficial ownership within 60 days, through the exercise of a warrant or stock option, conversion of
a convertible security or otherwise. At September 19, 2013, 10,637,151 shares of our common stock were outstanding. Unless otherwise
noted below the address of each person identified is 1328 W. Balboa Blvd. Suite C, Newport Beach, CA 92661.
ame and Address
Amount and Nature of Beneficial Ownership
Percentage of Class
Common Stock(1)
Smartag Solutions Bhd.(2)
4808-1-26, CBD Perdana 2, Persiaran Perdana, 63000
        Cyberjaya Selangor, Malaysia
10,000,000
94%
All Officers and Directors as a group
10,000,000
94%
*           Represents
less than 1%.
(1)
The percent of Common Stock owned is calculated using the sum of (A) the number of shares of Common Stock owned, and (B) the number of warrants and options of the beneficial owner that are exercisable within 60 days, as the numerator, and the sum of (Y) the total number of shares of Common Stock outstanding (10,637,151), and (Z) the number of warrants and options of the beneficial owner that are exercisable within 60 days, as the denominator.
(2)
Smartag Solutions Bhd.'s, CEO, Lock Sen Yow, holds voting and/or investment power over the shares beneficially owned by Smartag Solutions Bhd.
DIRECTORS AND EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table contains information as of September
30, 2012 as to each Director of the Company:
Director
Name
Age
Office Held
Datuk Abdul Hamed Sepawi
64
Chairman of the Board, Director
Lock Sen Yow
57
Chief Executive Officer, Chief Financial Officer, Secretary and Director
Directors are elected for a period of one year and until
their successors are duly elected.  Executive officers are elected by the Board of Directors.
-
19
-
Datuk Abdul Hamed Sepawi
Datuk Abdul Hamed Sepawi, 62, Malaysian,
is Chairman of the Board of the Company. He holds a Bachelor of Science degree from University of Malaya and a Masters degree in
Forest Products from Oregon State University. He is a recipient of the Sarawak Entrepreneur of the Year for two consecutive years
in 2004 and 2005 due to his impressive record as an entrepreneur, businessman and a leader of the community in Sarawak. He is a
qualified and experienced forester who has been involved in forest management and manufacturing for the last 16 years. He is one
of the co-founders of Ta Ann Holdings Bhd and serves as the Non-Independent Executive Chairman of the said company and he is also
the Non-Executive Chairman of Naim Cendera Holdings Bhd. He is also the Chairman of Sarawak Energy Bhd, and he oversees the state's
electricity supply as a personal contribution of his services for the state and the nation. He ventured into the ICT industry in
1999 when his private company, Danawa Resources Sdn Bhd and Cambridge University tied up to implement the Cambridge Information
Communications and Technology Starters Programme.
Lock Sen Yow
Lock Sen Yow, age 57, was elected
as the Company's director, President, Chief Financial Officer and Secretary, to serve in such capacities until his successors
are duly elected and qualified. Mr. Yow holds a Bachelors of Science in Electrical Engineering from Manchester University, a Law
Degree from Buckingham University, and a Masters in Finance from RMIT University. His first job was as a petrophysical engineer
in Schlumberger Technical Services Inc., whereupon he spent six years in Egypt and Abu Dhabi before being posted to India and the
Far East including Philippines, Taiwan, Australia and Indonesia. Amongst his last postings in Schlumberger was as Country Manager
of Schlumberger Philippines in 1986. Thereafter, he embarked upon a law degree in the United Kingdom whereupon he was admitted
as a Barrister from Gray's Inn, in 1989. Lock Sen practiced as a legal practitioner in Malaysia and Singapore, whereupon
in 1995, he was made partner in Ms. Khattar Wong & Partners, one of the largest legal firms in Singapore. Subsequently, he
ventured into fund management and corporate finance with Prime Partners Singapore and was director of corporate finance at BNP
Prime Peregrine, then the corporate finance arm of Banque Nationale de Paris in Malaysia. In the meantime, he also obtained a Masters
in Finance from RMIT University in Melbourne. In 2000, after relocating back to Malaysia, his took up a position as director and
head of research and analysis at the Malaysian Communications and Multimedia Commission (MCMC) whereby his multidisciplinary skills
lead him to become the ICT planner for the Framework for Industry Development (FID) 2000-2004 as well as the National Broadband
Plan 2004-2009. He remained at MCMC in various positions and oversaw many ICT projects and national strategic master plans including
the National RFID Roadmap and the Digital Lifestyle Malaysia Initiative. Currently, he is the Chief Executive Officer of Smartag
Solutions Berhad, a publicly listed company on the Bursa Malaysia. He took up this position as of February 18, 2013.
Executive compensation
The Company's current officers and directors
have not received any cash remuneration since inception. The officers will may however, receive any remuneration in the near future.
No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. The officers
and directors plan to devote a minimum of 20 hours per week to our affairs.
No retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees
yet but it is the intention of the Company to adopt suitable employment benefits and programs during the course of the next six
months.
However, there are no understandings or agreements
regarding compensation our management will receive after a business combination that is required to be included in this table,
or otherwise.
Employment Contracts
Neither our company nor any of
our subsidiaries has any employment agreements with our or its executive officers.
Option Grants
Neither our
company nor any of our subsidiaries granted options to executive officers during the fiscal year ended September 30, 2012.
-
20
-
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Our company
had no options outstanding as of September 30, 2012.
Director Compensation
We did not compensate our non-employee
directors for services during our fiscal year ended September 30, 2012.
Indemnification of Directors and Executive Officers
and Limitation of Liability
We are a
Nevada corporation. The Nevada Revised Statutes and certain provisions of our articles of incorporation, as amended, and bylaws
under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities
which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained
herein, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.
In general,
any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection
with a legal proceeding to which such person is a party, if that person is not liable due to conduct that constituted a breach
of his or her fiduciary duties and such breach involved intentional misconduct, fraud or a knowing violation of law, and that person's
actions were in good faith, were believed to be in our best interest, and were not unlawful. Indemnification may not be made for
any claim as to which the person seeking indemnity has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals, to be liable to our company unless the court in which the action or suit was brought or another court of competent
jurisdiction determines that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses as such court deems proper. Unless such person is successful upon the merits in such an action, indemnification
may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of
our stockholders, that the applicable standard of conduct was met by the person to be indemnified. Under our articles of incorporation,
as amended, and bylaws, we will advance expenses incurred by officers, directors, employees or agents who are parties to or are
threatened to made parties to any threatened, pending or completed action by reason of the fact that such person was serving in
such capacity, prior to the disposition of such action and promptly following request therefor, upon receipt of an undertaking
by or on behalf of such person to repay such advances if it should be determined ultimately that such person is not entitled to
indemnification.
The circumstances
under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth
above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection
with the defense or settlement of the action. Indemnification may also be granted pursuant to the terms of agreements which may
be entered in the future or pursuant to a vote of stockholders or directors. The Nevada Revised Statutes also grant us the power
to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with
their service in such a position, and we have obtained such a policy.
A stockholder's
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers
as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our
directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation
that may result in claims for indemnification.
Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
-
21
-
Certain Relationships and
Related Party Transactions
Other than
the transactions described below, since October 1, 2011, there has not been, nor is there currently proposed, any transaction or
series of similar transactions to which we were or will be a party:
-
in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years
;
and
-
in which any director, executive officer, stockholders
who beneficially owns
more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.
On March 17, 2009, we entered
into a Revolving Promissory Note (the "Secured Note") with Smartag Solutions Bhd, a Malaysian corporation, the majority
stockholder of the Company.  Under the terms of the Note, Smartag Solutions Bhd., agreed to advance to the Company, from
time to time and at the request of the Company, amounts up to an aggregate of $200,000 until September 30, 2012.  All
advances shall be paid on or before September 30, 2013 and interest shall accrue from the date of any advances on any principal
amount withdrawn, and on accrued and unpaid interest thereon, at the rate of zero percent (0%) per annum, compounded annually.
As of September 30, 2012, Smartag Solutions Bhd advanced us $153,030.  The Secured Note ranks senior to all current and
future indebtedness of Smartag and are secured by substantially all of the assets of Smartag.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Securities Transfer Corp. Its mailing address is
2591 Dallas Parkway,
Suite 102, Frisco, TX 75034
, its telephone number is (469) 633-0101, and its facsimile number is (469)
633-0088.
Listing
Our common
stock is currently quoted on the OTCBB and OTCQB under the trading symbol "SMRN"
Market Prices
The shares
of our common stock have been listed and principally quoted on the OTCBB and OTCQB under the trading symbol "SMRN."
The following table sets forth the high and low per share sales prices for our common stock for each of the quarters in the period
beginning October 1, 2009 through September 30, 2012 as reported by the OTC Markets.
Quarter Ended
High
Low
December 31, 2010
$
0.60
$
0.60
March 31, 2011
0.60
0.60
June 30, 2011
0.60
0.05
September 30, 2011
0.05
0.05
December 31, 2011
0.05
0.0065
March 31, 2012
0.35
0.0065
June 30, 2012
0.35
0.35
September 30, 2012
$
0.35
$
0.20
-
22
-
The closing price of our common stock as reported
on the OTC Markets on September 19, 2013, was $0.20.
Holders
As of September 4, 2013, there were 47
registered holders of record of our common stock.
Dividends
The Registrant has not paid any
cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention
of management to utilize all available funds for the development of the Registrant's business.
Description of Our Securities
Common or Preferred Stock
.
The Company is authorized by its Certificate
of Incorporation to issue an aggregate of 525,000,000 shares of capital stock, of which 500,000,000 are shares of common stock,
par value $0.001 per share (the "Common Stock") and 25,000,000 are shares of preferred stock, par value $0.001 per share
(the "Preferred Stock"). As of September 19, 2013, 10,637,151 shares of Common Stock were issued and outstanding.
All outstanding shares of Common Stock are
of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may
be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders
of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not
have cumulative or preemptive rights.
The description of certain matters relating
to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Certificate
of Incorporation and By-Laws.
Common Stock
Dividend
Rights
Subject to
preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common
stock are entitled to receive dividends out of funds legally available at the times and in the amounts that our board of directors
may determine.
Voting
Rights
Each holder
of our common stock is entitled to one vote for each share of our common stock held on all matters submitted to a vote of stockholders.
Cumulative voting for the election of directors is not provided for in our articles of incorporation, as amended, which means that
the holders of a majority of the voting shares voted can elect all of the directors then standing for election.
No Preemptive
or Similar Rights
Holders of
our common stock do not have preemptive rights, and our common stock is not convertible or redeemable.
-
23
-
Right
to Receive Liquidation Distributions
Upon our
dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably
among the holders of our common stock, subject to the preferential rights and payment of liquidation preferences, if any, on any
outstanding shares of preferred stock.
Preferred Stock
We are authorized,
subject to limitations prescribed by Nevada law, to issue preferred stock in one or more series, to establish from time to time
the number of shares to be included in each series, to fix the designation, powers, preferences and rights of the shares of each
series and any of its qualifications, limitations or restrictions. Our board of directors can also increase or decrease the number
of shares of any series, but not below the number of shares of that series then outstanding, by the affirmative vote of the holders
of a majority of our capital stock entitled to vote, unless a vote of any other holders is required by our articles of incorporation,
as amended, or the Nevada Revised Statutes. Our board of directors may authorize the issuance of preferred stock with voting or
conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance
of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among
other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect
the market price of our common stock and the voting and other rights of the holders of our common stock.
We have no
current plan to issue any shares of preferred stock.
Anti-takeover Provisions
Certain provisions
of our articles of incorporation, as amended, and Nevada law may have the effect of delaying, deferring or discouraging another
person from acquiring control of our company.
Charter
Provisions
Our articles
of incorporation, as amended, currently allows our board of directors to issue 25,000,000 shares of our preferred stock in one
or more series and with such rights and preferences including voting rights, without further stockholder approval. In the event
that our board of directors designates additional series of preferred stock with rights and preferences, including super-majority
voting rights, and issues such preferred stock, the preferred stock could make our acquisition by means of a tender offer, a proxy
contest or otherwise, more difficult, and could also make the removal of incumbent officers and directors more difficult. As a
result, these provisions may have an anti-takeover effect. The preferred stock authorized in our articles of incorporation, as
amended, may inhibit changes of control that are not approved by our board of directors. These provisions could limit the price
that future investors might be willing to pay for our common stock. This could have the effect of delaying, deferring or preventing
a change in control. The issuance of our preferred stock could also effectively limit or dilute the voting power of our stockholders.
Accordingly, such provisions of our articles of incorporation, as amended, may discourage or prevent an acquisition or disposition
of our business that could otherwise be in the best interest of our stockholders.
Nevada
Law
In addition,
Nevada has enacted the following legislation that may deter or frustrate takeovers of Nevada corporations:
Authorized
but Unissued Stock
– The authorized but unissued shares of our common stock are available for future issuance without
stockholder approval. These additional shares may be used for a variety of corporate purposes, including future public offerings
to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares
of common stock may enable our board of directors to issue shares of stock to persons friendly to existing management.
-
24
-
Evaluation
of Acquisition Proposals
– The Nevada Revised Statutes expressly permit our board of directors, when evaluating
any proposed tender or exchange offer, any merger, consolidation or sale of substantially all of our assets, or any similar extraordinary
transaction, to consider all relevant factors including, without limitation, the social, legal, and economic effects on our employees,
customers, suppliers, and other relevant interest holders, and on the communities and geographical areas in which they operate.
Our board of directors may also consider the amount of consideration being offered in relation to the then current market price
of our outstanding shares of capital stock and our then current value in a freely negotiated transaction.
Control
Share Acquisitions
– Nevada has adopted a control share acquisitions statute designed to afford stockholders of
public corporations in Nevada protection against acquisitions in which a person, entity or group seeks to gain voting control.
With enumerated exceptions, the statute provides that shares acquired within certain specific ranges will not possess voting rights
in the election of directors unless the voting rights are approved by a majority vote of the public corporation's disinterested
stockholders. Disinterested shares are shares other than those owned by the acquiring person or by a member of a group with respect
to a control share acquisition, or by any officer of the corporation or any employee of the corporation who is also a director.
The specific acquisition ranges that trigger the statute are: acquisitions of shares possessing one-fifth or more but less than
one-third of all voting power; acquisitions of shares possessing one-third or more but less than a majority of all voting power;
or acquisitions of shares possessing a majority or more of all voting power. Under certain circumstances, the statute permits the
acquiring person to call a special stockholders meeting for the purpose of considering the grant of voting rights to the holder
of the control shares. The statute also enables a corporation to provide for the redemption of control shares with no voting rights
under certain circumstances. As permitted by the statute, we have elected in our articles of incorporation, as amended, not to
be governed by the control share acquisitions statute.
Recent Sales of Unregistered Securities
None
Principal Accountant Fees and Services
Audit Fees
During the years ended September 30,
2012 and 2011, the Company paid our principal accountant approximately $13,250 and $12,750, respectively for auditing services
they performed throughout those years.
Tax Fees
During the years ended September 30,
2012 and 2011, our principal accountant did not render services to us for tax compliance, tax advice or tax planning.
All Other Fees
During the nine years ended September
30, 2012 and 2011, there were no fees billed for products and services provided by the principal accountant other than those set
forth above.
Policy on Audit Committee Pre-Approval
of Audit and Permissible Non-audit Services of Independent Auditors
Consistent with SEC policies regarding
auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the
independent auditor.  In recognition of this responsibility, the Audit Committee has established a policy to pre-approve
all audit and permissible non-audit services provided by the independent auditor.
1.
Audit
services
include audit work performed of financial statements, as well as work that generally only the independent auditor can reasonably
be expected to provide, including statutory audits, and attest services and consultation regarding financial accounting and/or
reporting standards.
-
25
-
2.
Audit-Related
services
are for assurance and related services that are reasonably related to the audit or review of our financial statements.
3.
Tax
services
include all services performed by the independent auditor's tax personnel except those services specifically related to the
audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.
4.
Other Fees
are
those associated with products or services not captured in the other categories.
Item 5.06
Change in Shell Company Status
The Company has
ceased being a shell company as defined in Rule 12b-2. Reference is made to the disclosure set forth under Item 2.01 and 5.01 of
this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
(a) Financial statements of business
acquired.
None
(b) Pro forma financial information.
None
(c) Shell company transactions.
Reference is made to the disclosure
set forth under Item 9.01(a) and 9.01(b) of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
(d) Exhibits.
See attached Exhibit Index.
-
26
-
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Smartag International, Inc.
September 23, 2013
/s/ Yow Lock Sen
Name: Lock Sen Yow
Title: Chief Executive Officer
-
27
-
EXHIBIT INDEX
Number
Description
3.1
Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 of Company's Form 10 filed on November 16, 2009)
3.2
Bylaws of Smartag International, Inc. (incorporated herein by reference to Exhibit 3.1 of Company's Form 8-K dated September 30, 2012)
10.1
Convertible Note between Smartag International, Inc. and Ventana Capital Partners, Inc. dated November 18, 2009 (incorporated herein by reference to Exhibit 10.1 of Company's Form 10 filed on November 16, 2009)
10.2
Secured Revolving Promissory Note between Smartag International Inc. and Smartag Solutions Bhd. Dated March 17, 2009. (incorporated herein by reference to Exhibit 10.3 of Company's Form 10 filed on November 16, 2009)
10.3
Security Agreement between Smartag International Inc. and Smartag Solutions Bhd. Dated March 17, 2009. (incorporated herein by reference to Exhibit 10.4 of Company's Form 10 filed on November 16, 2009)
10.4
Licensing and Technology Agreement between Smartag International Inc. and Smartag Solutions Bhd. Dated September 19, 2013
10.5
Loan Agreement between Smartag International Inc. and Smartag Solutions Bhd. Dated September 19, 2013