E-Smart cancels 2M shares, adds two directors

E-Smart Corp. reported two governance and capital structure changes.

Rhea-AI Filing Summary

E-Smart Corp. reported two governance and capital structure changes. The board appointed Lukas Diaz and Manuel Martinez Garcia as independent directors, with no family relationships, related-party transactions, or compensatory arrangements in place at appointment.

Separately, director Diana Vasylenko voluntarily surrendered 2,000,000 common shares to the company for cancellation without consideration. Total shares outstanding fell from 5,799,469 to 3,799,469. Restricted shares decreased from 4,500,000 to 2,500,000, while non-restricted shares remained 1,299,469, now representing 34.20% of outstanding stock. The company states there was no change in management or control.

Positive

• Large insider share cancellation without consideration: A director voluntarily surrendered 2,000,000 common shares for cancellation, cutting total outstanding shares from 5,799,469 to 3,799,469 with no cash outlay or new issuance by the company.
• Increase in freely tradable share proportion: Non-restricted shares remain 1,299,469 but now represent 34.20% of outstanding stock, potentially improving trading dynamics relative to a smaller overall share base.
• Strengthened board independence and expertise: Appointment of two independent directors, Lukas Diaz and Manuel Martinez Garcia, brings digital platform and technology strategy experience, with no disclosed related-party relationships or pre-set compensation arrangements.

Negative

• None.

Insights

Equity structure and governance analyst

E-Smart meaningfully shrinks its share count via insider share cancellation while adding two independent directors.

The voluntary surrender and cancellation of 2,000,000 common shares by director Diana Vasylenko reduces total outstanding stock from 5,799,469 to 3,799,469. Because the company paid no consideration and issued no new securities, this mechanically increases each remaining share’s proportional claim on the business.

Restricted shares dropped from 4,500,000 to 2,500,000, while non-restricted shares stayed at 1,299,469, now comprising 34.20% of the total. The company notes no change in management or control, suggesting this is primarily a capital-structure adjustment rather than a governance shift.

The appointments of Lukas Diaz and Manuel Martinez Garcia as independent directors add experience in digital platforms and technology strategy. With no related-party ties or initial compensation arrangements disclosed, these additions appear aimed at strengthening oversight as the company pursues its digital platform focus.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance changes did E-Smart Corp. (ESMR) disclose in this report?

E-Smart Corp. added two independent directors to its board. The company appointed Lukas Diaz and Manuel Martinez Garcia as independent directors, with no family ties, related-party transactions, or compensatory arrangements at appointment, enhancing board oversight and aligning with its digital platform strategic focus.

How many E-Smart Corp. (ESMR) shares were cancelled and by whom?

A company director voluntarily cancelled 2,000,000 shares. Director Diana Vasylenko surrendered 2,000,000 common shares to E-Smart Corp. for cancellation without consideration, and the shares were retired, directly reducing the overall number of shares outstanding.

How did the E-Smart Corp. (ESMR) share cancellation affect total shares outstanding?

Total E-Smart shares outstanding fell significantly after the cancellation. The outstanding share count decreased from 5,799,469 to 3,799,469 following the retirement of 2,000,000 surrendered shares, increasing each remaining share’s proportional ownership stake in the company.

What happened to E-Smart Corp. (ESMR) restricted and non-restricted shares?

Restricted shares declined, while non-restricted shares were unchanged. Restricted shares dropped from 4,500,000 to 2,500,000. Non-restricted (freely tradable) shares stayed at 1,299,469, now accounting for 34.20% of the 3,799,469 total outstanding shares.

Did the E-Smart Corp. (ESMR) share cancellation involve any payment or new securities?

The share cancellation did not cost the company cash or new stock. The 2,000,000 shares were surrendered without consideration, involved no issuance of securities, and the company states there was no change in its management or control as a result.

What experience do the new E-Smart Corp. (ESMR) independent directors bring?

The new directors bring digital platform and technology strategy expertise. Lukas Diaz has over five years in digital platforms and creative marketplaces, while Manuel Martinez Garcia has more than five years in business strategy, advisory services, and digital commerce for technology-enabled, consumer-facing platforms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/02/2026 - 01:00 PM EST Learn about SEC filing dates

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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)