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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) January 28, 2026
E-SMART
CORP.
(Exact
name of registrant as specified in its charter)
| |
|
|
| Nevada |
333-275161 |
35-2810816 |
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS Employer
Identification No.) |
Diana
Vasylenko
7311
Oxford Ave
Philadelphia, PA, 19111
(Address
of principal executive offices, zip code)
+1620-3079197
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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:
| |
|
| [ ] |
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)) |
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| n/a |
n/a |
n/a |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If an emerging
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accountant standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Independent Directors - Lukas Diaz and Manuel Martinez Garcia
On
January 30, 2026, the Board of Directors of E-Smart Corp. (the “Company”) appointed Lukas Diaz and Manuel Martinez
Garcia to serve as members of the Board of Directors, effective immediately.
Mr.
Diaz and Mr. Martinez Garcia were appointed as Independent Directors, as determined by the Board in accordance with applicable SEC rules
and the Company’s corporate governance standards. There are no arrangements or understandings between either newly appointed director
and any other person pursuant to which they were selected as directors. Neither Mr. Diaz nor Mr. Martinez Garcia has any family relationship
with any director or executive officer of the Company, nor has either engaged in any related-party transaction with the Company that would
require disclosure pursuant to Item 404(a) of Regulation S-K. At the time of appointment, the Company has not entered into any compensatory
arrangements with Mr. Diaz or Mr. Martinez Garcia in connection with their service as directors. Any future compensation arrangements
will be disclosed in accordance with applicable SEC requirements.
Mr. Diaz has over five
years of experience in digital platforms and creative marketplaces, with a focus on connecting service providers and end users through
scalable online solutions relevant to creative industries. Mr. Diaz holds a degree in Business Administration and Management from the
University of Barcelona. Over the past five years, he has worked in roles including Digital Platform Product Manager, where he was responsible
for coordinating platform development, optimizing user experience, and supporting growth initiatives for online services.
Mr. Martinez Garcia
has more than five years of experience in business strategy, advisory services, and digital commerce, particularly in connection with
consumer-facing digital platforms. Mr. Martinez Garcia earned his degree in Technology and Engineering Management from Rovira i Virgili
University in Tarragona, Spain. During the past five years, he has served in roles including Technology Strategy and Operations Advisor,
providing guidance on digital transformation, platform scalability, and operational planning for technology-enabled businesses. His experience
includes advising on platform strategy, evaluating collaboration structures, and supporting the development of digital solutions aligned
with the Company’s focus.
Item 8.01 —
Other Events
On January 28, 2026,
the Company effected the cancellation of 2,000,000 shares of its common stock previously held by Diana Vasylenko, a director of the Company.
The shares were voluntarily surrendered to the Company for cancellation without consideration and were retired upon cancellation.
As a result of the cancellation:
Total shares
outstanding decreased from 5,799,469 to 3,799,469.
Restricted
shares outstanding decreased from 4,500,000 to 2,500,000.
Non-restricted
(freely tradable) shares outstanding remain unchanged at 1,299,469.
Following the cancellation,
the Company’s capitalization is as follows:
Total outstanding
shares: 3,799,469
Restricted
shares: 2,500,000 (65.80%)
Non-restricted
shares: 1,299,469 (34.20%)
The cancellation did
not involve the issuance of any securities, the payment of any consideration by the Company, or any change in the Company’s management
or control.
.
SIGNATURE
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.
Dated: February
2, 2026
E-Smart
Corp.
| By: |
/s/ Diana Vasylenko |
|
| |
Name: |
Diana Vasylenko |
| |
Title: |
President, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting Officer) |
