Document

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

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended February 29, 2024
 OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from_____to_____

 Commission File Number of issuing entity 333-260819-08

 Central Index Key Number of issuing entity 0001995430

 CARMAX AUTO OWNER TRUST 2023-4
 (Exact name of the Issuing Entity as specified in its charter)

 Commission File Number of depositor 333-260819

 Central Index Key Number of depositor 0001259380

 CARMAX AUTO FUNDING LLC
 (Exact name of the Depositor as specified in its charter)

 Central Index Key Number of sponsor (if applicable) 0001601902

 CARMAX BUSINESS SERVICES, LLC
 (Exact name of the Sponsor as specified in its charter)

 Delaware
 (State or other jurisdiction of incorporation or organization for the Issuing Entity and the Depositor)

 93-6673809
 (I.R.S. Employer Identification No. for the Issuing Entity)

 01-0794037
 (I.R.S. Employer Identification No. for the Depositor)

 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, VA 23238
 (Address of principal executive offices, Zip Code)

 (804) 935-4512
 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act None

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (The registrant is not currently required to submit such files)

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer (do not check if a smaller reporting company)

 Smaller reporting company

 Emerging growth company

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

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter Not applicable.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated (1) Any annual report to security holders (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 1.
 Business.

 Item 1A.
 Risk Factors.

 Item 2.
 Properties.

 Item 3.
 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.
 None.

 Item 4. Mine Safety Disclosures.
 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

 No single obligor represents 10% or more of the pool assets held by CarMax Auto Owner Trust 2023-4 (the Issuing Entity).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

 No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the asset-backed notes (the Notes) issued by the Issuing Entity.

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

 Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this item.

 Item 1117 of Regulation AB. Legal Proceedings.

 There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against CarMax Business Services, LLC (the "Sponsor" and, in its role as the servicer, the "Servicer"), CarMax Auto Funding LLC (the "Depositor"), U.S. Bank Trust Company, National Association (the "Indenture Trustee"), the Issuing Entity or the other parties described in Item 1117 of Regulation AB, or of which any property of the foregoing is the subject, that are material to holders of the Notes.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.
 Selected Financial Data.

 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.
 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.
 Financial Statements and Supplementary Data.

 Item 9.
 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.
 Controls and Procedures

 Item 9B. Other Information.

 None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 10.
 Directors, Executive Officers and Corporate Governance.

 Item 11.
 Executive Compensation.

 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.
 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 The Servicer and the Indenture Trustee (collectively, the "Servicing Parties") have been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a Servicing Report), which Servicing Reports are attached as exhibits to this report on Form 10-K. In addition, each of the Servicing Parties has provided an attestation report under Item 1122 of Regulation AB (each, an Attestation Report) by an independent registered public accounting firm, which reports are also attached as exhibits to this report on Form 10-K. Neither of the Servicing Reports provided by the Servicer or the Indenture Trustee nor the Attestation Reports provided by the Servicer or the Indenture Trustee has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party.

 Item 1123 of Regulation AB. Servicer Compliance Statement.

 The Servicer has been identified by the registrant as a servicer with respect to the asset pool held by the Issuing Entity. The Servicer has completed a statement of compliance (a Compliance Statement) signed by an authorized officer of the Servicer. The Compliance Statement is attached as an exhibit to this report on Form 10-K.

 Item 15. Exhibits and Financial Statement Schedules.

 (a)(1)
 Not applicable.

 (a)(2)
 Not applicable.

 (a)(3)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (b)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (c)
 Not applicable.

 Item 16. Form 10-K Summary.

 None.

 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

 No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date May 21, 2024

 CARMAX AUTO OWNER TRUST 2023-4

 By
 CarMax Auto Funding LLC,

 as Depositor on behalf of CarMax Auto Owner Trust 2023-4

 By
 s Greg Dostich

 Name
 Greg Dostich

 Title
 Vice President and Treasurer

 (Senior officer in charge of securitization)

 EXHIBIT INDEX

 Exhibit Number

 Description of Exhibit

 3.1

 Certificate of Formation of CarMax Auto Funding LLC.*

 3.2

 Amended and Restated Limited Liability Company Agreement of CarMax Auto Funding LLC dated as of December 1, 2004.**

 4.1

 Indenture dated as of October 1, 2023 between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (including forms of the Notes).***

 4.2

 Amended and Restated Trust Agreement dated as of October 1, 2023 between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee.***

 31.1

 Rule 13a-14(d) 15d-14(d) Certification of CarMax Auto Funding LLC (Section 302 Certification).

 33.1

 Report on Assessment of Compliance with Applicable Servicing Criteria of CarMax Business Services, LLC.

 33.2

 Report on Assessment of Compliance with Applicable Servicing Criteria of U.S. Bank Trust Company, National Association.

 34.1

 Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of CarMax Business Services, LLC.

 34.2

 Attestation Report on Assessment of Compliance with Servicing Criteria of Ernst Young LLP, on behalf of U.S. Bank Trust Company, National Association.

 35.1

 Annual Servicing Compliance Statement of CarMax Business Services, LLC.

 99.1

 Sale and Servicing Agreement dated as of October 1, 2023 among the Issuing Entity, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer.***

 99.2

 Receivables Purchase Agreement dated as of October 1, 2023 between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser.***

 99.3

 Administration Agreement dated as of October 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as administrator, and U.S. Bank Trust Company, National Association, as indenture trustee.***

 99.4

 Asset Representations Review Agreement dated as of October 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.***

 99.5

 Securities Account Control Agreement dates as of October 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as Servicer, U.S. Bank Trust Company, National Association as Indenture Trustee and as Secured Party, and U.S. Bank National Association as Securities Intermediary***

 ________________________________________________________________________

 *

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on September 26, 2003 (File No. 333-107925).

 **

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on August 4, 2005 (File No. 333-127189).

 ***

 Incorporated by reference from the current report on Form 8-K of CarMax Auto Funding LLC and the Issuing Entity filed on October 16, 2023 (File No. 333-107925 and File No. 333-260819-08).


Document

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

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended February 28, 2025
 OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from_____to_____

 Commission File Number of issuing entity 333-260819-08

 Central Index Key Number of issuing entity 0001995430

 CARMAX AUTO OWNER TRUST 2023-4
 (Exact name of the Issuing Entity as specified in its charter)

 Commission File Number of depositor 333-260819

 Central Index Key Number of depositor 0001259380

 CARMAX AUTO FUNDING LLC
 (Exact name of the Depositor as specified in its charter)

 Central Index Key Number of sponsor (if applicable) 0001601902

 CARMAX BUSINESS SERVICES, LLC
 (Exact name of the Sponsor as specified in its charter)

 Delaware
 (State or other jurisdiction of incorporation or organization for the Issuing Entity and the Depositor)

 93-6673809
 (I.R.S. Employer Identification No. for the Issuing Entity)

 01-0794037
 (I.R.S. Employer Identification No. for the Depositor)

 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, VA 23238
 (Address of principal executive offices, Zip Code)

 (804) 935-4512
 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act None

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No (The registrant is not currently required to submit such files)

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one)

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer (do not check if a smaller reporting company)

 Smaller reporting company

 Emerging growth company

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

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter Not applicable.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated (1) Any annual report to security holders (2) Any proxy or information statement and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 1.
 Business.

 Item 1A.
 Risk Factors.

 Item 2.
 Properties.

 Item 3.
 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.
 None.

 Item 4. Mine Safety Disclosures.
 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

 No single obligor represents 10% or more of the pool assets held by CarMax Auto Owner Trust 2023-4 (the Issuing Entity).

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).

 No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the asset-backed notes (the Notes) issued by the Issuing Entity.

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

 Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this item.

 Item 1117 of Regulation AB. Legal Proceedings.

 There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against CarMax Business Services, LLC (the "Sponsor" and, in its role as the servicer, the "Servicer"), CarMax Auto Funding LLC (the "Depositor"), U.S. Bank Trust Company, National Association (the "Indenture Trustee"), the Issuing Entity or the other parties described in Item 1117 of Regulation AB, or of which any property of the foregoing is the subject, that are material to holders of the Notes.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.
 Selected Financial Data.

 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.
 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.
 Financial Statements and Supplementary Data.

 Item 9.
 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.
 Controls and Procedures

 Item 9B. Other Information.

 None.

 The following items have been omitted in accordance with General Instruction J to Form 10-K

 Item 10.
 Directors, Executive Officers and Corporate Governance.

 Item 11.
 Executive Compensation.

 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.
 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 The Servicer and the Indenture Trustee (collectively, the "Servicing Parties") have been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a Servicing Report), which Servicing Reports are attached as exhibits to this report on Form 10-K. In addition, each of the Servicing Parties has provided an attestation report under Item 1122 of Regulation AB (each, an Attestation Report) by an independent registered public accounting firm, which reports are also attached as exhibits to this report on Form 10-K. Neither of the Servicing Reports provided by the Servicer or the Indenture Trustee nor the Attestation Reports provided by the Servicer or the Indenture Trustee has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party.

 Item 1123 of Regulation AB. Servicer Compliance Statement.

 The Servicer has been identified by the registrant as a servicer with respect to the asset pool held by the Issuing Entity. The Servicer has completed a statement of compliance (a Compliance Statement) signed by an authorized officer of the Servicer. The Compliance Statement is attached as an exhibit to this report on Form 10-K.

 Item 15. Exhibits and Financial Statement Schedules.

 (a)(1)
 Not applicable.

 (a)(2)
 Not applicable.

 (a)(3)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (b)
 The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 (c)
 Not applicable.

 Item 16. Form 10-K Summary.

 None.

 Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

 No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date May 23, 2025

 CARMAX AUTO OWNER TRUST 2023-4

 By
 CarMax Auto Funding LLC,

 as Depositor on behalf of CarMax Auto Owner Trust 2023-4

 By
 s Greg Dostich

 Name
 Greg Dostich

 Title
 Vice President and Treasurer

 (Senior officer in charge of securitization)

 EXHIBIT INDEX

 Exhibit Number

 Description of Exhibit

 3.1

 Certificate of Formation of CarMax Auto Funding LLC.*

 3.2

 Amended and Restated Limited Liability Company Agreement of CarMax Auto Funding LLC dated as of December 1, 2004.**

 4.1

 Indenture dated as of October 1, 2023 between the Issuing Entity and U.S. Bank Trust Company, National Association, as indenture trustee (including forms of the Notes).***

 4.2

 Amended and Restated Trust Agreement dated as of October 1, 2023 between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee.***

 31.1

 Rule 13a-14(d) 15d-14(d) Certification of CarMax Auto Funding LLC (Section 302 Certification).

 33.1

 Report on Assessment of Compliance with Applicable Servicing Criteria of CarMax Business Services, LLC.

 33.2

 Report on Assessment of Compliance with Applicable Servicing Criteria of U.S. Bank Trust Company, National Association.

 34.1

 Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on behalf of CarMax Business Services, LLC.

 34.2

 Attestation Report on Assessment of Compliance with Servicing Criteria of Ernst Young LLP, on behalf of U.S. Bank Trust Company, National Association.

 35.1

 Annual Servicing Compliance Statement of CarMax Business Services, LLC.

 99.1

 Sale and Servicing Agreement dated as of October 1, 2023 among the Issuing Entity, CarMax Auto Funding LLC, as depositor, and CarMax Business Services, LLC, as servicer.***

 99.2

 Receivables Purchase Agreement dated as of October 1, 2023 between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser.***

 99.3

 Administration Agreement dated as of October 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as administrator, and U.S. Bank Trust Company, National Association, as indenture trustee.***

 99.4

 Asset Representations Review Agreement dated as of October 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.***

 99.5

 Securities Account Control Agreement dated as of October 1, 2023 among the Issuing Entity, CarMax Business Services, LLC, as Servicer, U.S. Bank Trust Company, National Association as Indenture Trustee and as Secured Party, and U.S. Bank National Association as Securities Intermediary***

 ________________________________________________________________________

 *

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on September 26, 2003 (File No. 333-107925).

 **

 Incorporated by reference from the registration statement on Form S-3 of CarMax Auto Funding LLC originally filed on August 4, 2005 (File No. 333-127189).

 ***

 Incorporated by reference from the current report on Form 8-K of CarMax Auto Funding LLC and the Issuing Entity filed on October 16, 2023 (File No. 333-107925 and File No. 333-260819-08).


false false --08-31 2024 FY 0001995920

 2023-09-01

 2024-12-12

 2023-06-07

 2023-06-06

 2023-06-06

 2023-06-06

 2023-06-06

 2023-06-07

 2023-06-07

 2023-06-07

 2023-09-01

 2023-09-01

 2023-09-01

 2024-10-31

 U.S. SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal
year ended AUGUST 31, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition
period from to

 Commission
File No. 333-275161

 E-SMART CORP.

 (Exact name of registrant as specified in its charter)

 Nevada

 7371

 35-2810816

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (Primary Standard Industrial

 Classification Number)

 (IRS Employer

 Identification Number)

 7311 Oxford Ave

 Philadelphia,
 PA 19111

 Tel. + 1620 - 3079197

 Email: office@e-smart.io

 (Address,
including zip code,

 and telephone
number, including area code,

 of registrant's
principal executive offices)

 (Name, address,
including zip code, and telephone number, including area code, of agent for service)

 Securities
registered pursuant to Section 12(b) of the Act: None

 Securities
registered pursuant to section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

 Large accelerated Filer

 Accelerated Filer

 Non-accelerated Filer

 Smaller reporting company

 Emerging growth company

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

by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 Applicable
Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities
Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes
No

 The
aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the last business day of the
registrant's most recently completed fiscal year was 0 $ as of August 31, 2024.

 Class

 Outstanding as of December 12,
 2024

 Common Stock: $0.001

 5,799,469

 ITEM 1

 Description of Business

 ITEM 1A

 Risk Factors

 ITEM 1B

 Unresolved Staff comments

 ITEM 2

 Properties

 ITEM 3

 Legal Proceedings

 ITEM 4

 Mine Safety Disclosures

 ITEM 5

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 ITEM 6

 Selected Financial Data

 ITEM 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 ITEM 7A

 Quantitative and Qualitative Disclosures about Market Risk

 ITEM 8

 Financial Statements and Supplementary Data

 ITEM 9

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM 9A

 Controls and Procedures

 ITEM 9B

 Other Information

 ITEM 9C

 Disclosure Regarding foreign Jurisdictions that Prevent Inspections

 ITEM 10

 Directors, Executive Officers, Promoters and Control Persons of the Company

 ITEM 11

 Executive Compensation

 ITEM 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM 13

 Certain Relationships and Related Transactions

 ITEM 14

 Principal Accountant Fees and Services

 ITEM 15

 Exhibits

 ITEM 16

 Form 10-K Summary

 FORWARD-LOOKING
STATEMENTS

 This annual
report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements
often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements
be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur
in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could
cause actual results and events to differ materially from historical results of operations and events and those presently anticipated
or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after
the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 Item 1. Description of Business

 GENERAL INFORMATION ABOUT OUR COMPANY

 E-Smart Corp. ("the Company", "we",
"us" or "our") was incorporated on June 6, 2023 under the laws of the State of Nevada United States of America.
E-Smart Corp. is an innovative digital platform that aims to revolutionize the tattoo industry by efficiently connecting tattoo artists
and clients. Our platform is designed to enhance efficiency, simplifying the client-artist interaction process to meet the requirements
of both clients and tattoo studios.

 Our platform ensures a seamless experience for all
users, providing a comprehensive database of skilled tattoo artists. Artists can easily showcase their exceptional work, and expand their
client base. By including essential information and direct links to their social media profiles, we facilitate convenient access for users
to view portfolios and initiate contact with their preferred artists. Masters interested in joining our platform shall contact us through
our designated contacts and apply for inclusion in the database. Our primary executive office is located at 7311 Oxford Ave Philadelphia,
PA 19111, and we can be reached via phone at +16203079197.

 Our Web Site

 Our website is located at

 Monetization Strategy

 Our monetization strategy includes
offering an API - AI textual tattoo idea generator, enabling businesses and developers to leverage our technology to enhance their own
products and services. Businesses and developers can integrate this technology into their products and services by subscribing to the
API. This API is provided on a subscription basis, offering different tiers such as a 14-day pass and a 30-day pass. To obtain an AI key
for API access, users can choose a pricing plan on our website and initiate contact by using the designated button, submitting their request.
Additionally, we are exploring other revenue avenues, including premium features, and strategic partnerships with tattoo-related businesses.
Exploring collaborations with tattoo supply companies, tattoo equipment manufacturers, and other industry partnersis essential for long-term
growth and revenue diversification. Continuous assessment of market trends and customer feedback will guide us in refining and expanding
the functionality of our platform to unlock additional monetization opportunities.

 Competition

 We operate in a highly competitive
landscape within the tattoo industry, where innovation and efficient customer engagement are critical for success. The Company's digital
platform aims to revolutionize the way tattoo artists and clients interact, focusing on time-saving solutions and a comprehensive range
of services.

 Marketing

 We have allocated
funds for promoting our platform to attract a diverse user base, including tattoo artists and clients. Our comprehensive advertising campaign
aims to increase platform visibility and drive user acquisition. To effectively reach our target audience, we will leverage social media
marketing, online advertising channels, and strategic partnerships with industry influencers. We plan to develop compelling promotional
materials, including videos, to showcase the platform's features and benefits, generating excitement and engagement. Depending on available
funding, we may engage with promotional firms to accelerate our marketing efforts. Consideration will be given to investing in a year-long
subscription for Google Adwords, providing a quality SEO campaign to improve our search engine visibility. Achieving all 100% of the shares
sold would enable us to execute a comprehensive marketing strategy and maximize our promotional efforts.

 Employees
and Employment Agreements

 At present,
we have any significant employees aside from Ms. Vasylenko.

 Item 1A.
Risk Factors

 Not required
for Smaller reporting companies.

 Item 1B.
Unresolved Staff Comments

 Not required
for Smaller reporting companies.

 Item 2.
Properties

 We maintain our statutory registered
agent's office in Nevada, USA and our mailing address is 7311 Oxford Ave, Philadelphia, PA 19111. Our phone number is +16203079197.

 Item 3.
Legal Proceedings

 We are not
currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 Item 4.
Mine Safety Disclosures

 Not Applicable.

 Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 The company
stock is not trading at the moment.

 Registered
Holders of our Common Stock

 As of August
31, 2024, there were 1 record owners of our common stock including the director. Diana Vasylenko, the Company's Director, paid $0.001
per share for the 4,500,000 shares of common stock she purchased from the Company on June 30, 2023.

 Dividends

 The Company
has never declared or paid cash dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.

 Recent
Sales of Unregistered Securities

 During our
fiscal years ended August 31, 2024 and 2023, we had no sales of unregistered shares.

 Issuer
Purchases of Equity Securities

 During the
fiscal year ended August 31, 2024 and 2023, the Company did not repurchase any shares of its Common Stock.

 Item 6.
Selected Financial Data

 Not applicable
to smaller reporting companies.

 Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations

 We are a
development stage corporation with limited operations and no revenues from our business operations. Our auditors have issued a going concern
opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve
months. We do not anticipate that we will generate significant revenues until we have raised the funds necessary to conduct a marketing
program.

 PLAN OF OPERATIONS

 FISCAL YEAR
ENDED AUGUST 31, 2024 COMPARED TO FISCAL YEAR ENDED AUGUST 31, 2023

 During the years ended August 31,
2024 and 2023 we have generated $0 and $11,562 in revenues, respectively.

 Our net loss
for the fiscal year ended August 31, 2024 was $41,236 compared to a net loss of $979 during the fiscal year ended August 31, 2023.

 Operating
expenses incurred were $45,925 during fiscal year ended August 31, 2024 compared to $990 during fiscal year ended August 31, 2023. Operating
expenses consist of mainly accumulated depreciation and professional fees.

 The number
of shares outstanding was 4,500,000 for the fiscal years ended August 31, 2024 and 2023.

 LIQUIDITY
AND CAPITAL RESOURCES

 FISCAL YEAR
ENDED AUGUST 31, 2024 AND 2023

 As of August
31, 2024, our total assets were $149,489 consisting of $546 cash and $148,942 intangible assets. As of August 31, 2023, our total
assets were $16,725 consisting of $225 cash and $16,500 intangible assets.

 For the year ended August 31, 2024,
net cash flows used in operating activities was $10,973. For the year ended August 31, 2023, net cash flows used in operating activities
was $521.

 Cash Flows in Investing
Activities

 For the year ended August 31,
2024, net cash flows generated in investing activities was $157,300. For the year ended August 31, 2023, net cash flows generated
 in investing activities was $16,500.

 Cash Flows from Financing Activities

 For the year ended August 31, 2024,
net cash flows provided by financing activities was $168,594 from director loan. For the year ended August 31, 2023, net cash flows provided
by financing activities was $16,203 from director loan and capital stock.

 OFF-BALANCE
SHEET ARRANGEMENTS

 We have no
off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 GOING CONCERN

 The accompanying financial statements have been prepared
in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company
currently has loses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs
over an extended period of time. Therefore, there is substantial doubt about the Company's ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses
The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management's
efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
continue as a going concern.

 The accompanying condensed financial statements have
been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2024. and for the related periods
presented.

 Critical
Accounting Policies

 The discussion
and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in
accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and
assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature
of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our
financial statements.

 Use of
Estimates

 The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during
the reporting period. Actual results could differ from these good faith estimates and judgments.

 Item 7A.
Quantitative and Qualitative Disclosures about Market Risk

 Not applicable
to smaller reporting companies.

 Item 8.
Financial Statements and Supplementary Data

 The Company's
Financial Statements required by Item 8, together with the reports thereon of the Independent Registered Public Accounting Firm are set
forth on pages F-1 through F-11 of this report and are incorporated by reference in this Item 8.

 Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 (a) Dismissal
of Independent Registered Public Accounting Firm

 On October
15, 2024, our Board of Directors approved the dismissal of Olayinka Oyebola & Co. (the "Former Auditor") as the Registrant's
independent registered public accounting firm, effective immediately.

 The reports
of the Former Auditor on the Company's financial statements for the period from June 6, 2023 (inception) through May 31, 2024 did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting
principles except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company's
ability to continue as a going concern. During the period September 5, 2023, the date of our engagement with Former Auditor, and October
15, 2024, the date of dismissal, the Company did not experience any disagreements, as defined in Item 304(a)(1)(iv) of Regulation
S-K, between itself and Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Former Auditor's satisfaction, would have caused Former Auditor to make
reference to such disagreements in its audit reports. During the period June 6, 2023 (inception) through the date of the Former Auditor's
termination on October 15, 2024, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).

 The Company
provided Former Auditor with a copy of the above disclosures and requested that Former Auditor provide the Company with a letter addressed
to the SEC stating whether or not it agrees with the statements made above. A copy of Former Auditor's letter dated October 16,
2024 was furnished as Exhibit 16.1 to the current report on Form 8-K filed with the SEC by the Company on October 16, 2024.

 (b) Appointment
of Independent Registered Public Accounting Firm

 On October
16, 2024, our Board of Directors approved the appointment of Victor Mokuolu CPA PLLC, as the Company's new independent registered public
accounting firm for the year ended August 31, 2024.

 During the
Company's fiscal years ended August 31, 2024 and August 31, 2023, and the subsequent interim period through the date of this report,
neither the Company, nor anyone on its behalf has consulted with Victor Mokuolu CPA PLLC regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect
to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Victor Mokuolu
CPA PLLC, that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting
issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 Item 9A.
Controls and Procedures. Disclosure Controls and Procedures

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures,
which, by their nature, can provide only reasonable assurance regarding management's control objectives.

 Our management,
with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as
of the end of the period covered by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures
were not effective because of the identification of a material weakness in our internal control over financial reporting which is described
below.

 Management's
Report on Internal Control Over Financial Reporting

 Our management
is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange
Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management
and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes
in accordance with U.S. GAAP.

 Our internal
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures
are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our
financial statements.

 A material
weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected
on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2024, the Company
determined that there were control deficiencies that constituted material weaknesses, as described below.

 Corporate governance - Key management personnel of the Company and members
on the Board of Directors are the same. Functional responsibilities under corporate governance are performed by a director, who is also
the Company's Chief Executive Officer. There is no audit committee. Consequently, these factors result in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, resulting in inadequate evaluation of the application of accounting
principles and disclosures. Additionally, there is significant risk of management override of controls.

 Absence of audit committee and internal audit function results in ineffective
oversight in the establishment and monitoring of required internal controls and procedures, resulting in inadequate evaluation of the
application of accounting principles and disclosures. Currently the Board of Directors acts in the capacity of the Audit Committee and
does not include a member that is independent of management to provide the necessary oversight over management's activities.

 Policies
and procedures

 Risk Assessment - not having a sufficiently documented risk assessment process
to identify and analyze risks of misstatement due to error and/or fraud, and not having sufficiently documented compliance communication
and investigation policies.

 Lack of formal policies and procedures results in ineffective controls over
routine accounting transactions processing and financial reporting.

 Accounting,
Financial Close and Reporting

 The Company does not have enough skilled accounting resources supporting
the financial close and reporting processes to ensure (i) changes and entry to spreadsheets utilized in the financial reporting process
were properly reviewed, (ii) significant estimates and judgments were adequately supported, reviewed, approved and evaluated against actual
experiences, (iii) effective and timely analysis and reconciliation of significant accounts, and (iv) a proper review of period close
entries and procedures.

 Failure to properly design financial closing and reporting process to record,
review, and monitor compliance with generally accepted accounting principles for transactions on a timely basis.

 Inadequate Internal Controls: The Company has only one member of management
who is also the Company's sole director, therefore the Company lacks adequate segregation of duties.

 Inadequate IT Controls: As of August 31, 2024, the Company retains copies
of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company's
data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls.

 As a result
of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over
financial reporting as of August 31, 2024, based on criteria established in Internal Control- Integrated Framework issued by COSO in 2013.

 \

 Changes
in Internal Control Over Financial Reporting

 There were
no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2024, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B.
Other Information

 None.

 Item 9C.
Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

 Not Applicable.

 Item 10.
Directors, Executive Officers, and Corporate Governance

 The name, age and titles
of our executive officer and Director are as follows:

 Name and Address of Executive

 Officer and/or Director

 Age

 Position

 7311 Oxford
 Ave Philadelphia, PA 19111

 President, Treasurer, Secretary and
 Director

 (Principal Executive, Financial and
 Accounting Officer)

 The person
named above has held his offices/positions since the inception of our Company and is expected to hold said offices/positions until the
next annual meeting of our stockholders.

 Resume

has served as our Director since the inception of E-Smart Corp. on June 6, 2023.

 In 2020,
she graduated from Prague University of Economics and Business with a degree in International Business. Ms. Vasylenko has also completed
an IT Professional Certification Program in 2018 and a Brand Management course in 2021, enhancing her expertise in strategic brand development
and market positioning.

 Delinquent
Section 16(a) Reports

 Our common
stock is not registered pursuant to Section 12 of the Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
our officers, directors and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a)
of the Exchange Act.

 Code
of Business Conduct

 We have not
adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K.

 Board
Committees

 We do not
have any Board Committees.

 Item 11.
Executive Compensation

 The table
below summarizes the total compensation earned by each of our named executive Officers ("NEOs") for each of the fiscal years
listed.

 SUMMARY
COMPENSATION TABLE

 Name

 Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan

 Compensation ($)

 All Other Compensation

 Total Compensation ($)

 President, Treasurer, Secretary and Director

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 2023

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Since Inception
on June 6, 2023, Diana Vasylenko only member of our Board of Director was not compensated for her services.

 Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter

 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 Directors
and Executive Officers

 The following
table sets forth the beneficial ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of August
31, 2024 of (i) each director, (ii) the current NEOs named in the "Summary Compensation Table" contained in this Form 10-K
and (iii) all current directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners
of the common stock listed below, based on information provided by such owners, have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Persons, who have the power to vote or dispose of common stock of the
Company, either alone or jointly with others, are deemed to be beneficial owners of such common stock.

 Diana Vasylenko, President, CEO, Treasurer, Secretary and Chairman of the Board.

 4,500,000 shares

 Certain
Stockholders

 The following
table sets forth certain information with respect to each person known by us to be the beneficial owner of five percent or more of either
class of the Company's outstanding common stock. The content of this table is based upon the most current information contained
in Schedules 13D or 13G filings with the SEC, unless more recent information was obtained.

 Diana Vasylenko, President, CEO, Treasurer, Secretary and Chairman of the Board.

 100%

 Item 13.
Certain Relationships and Related Transactions, and Director Independence

 CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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

 During the period from June 6, 2023
(inception) to August 31, 2024, Diana Vasylenko loaned $180,297 to the Company. This loan is non-interest bearing, due upon demand and
unsecured.

 Item 14.
Principal Accountant Fees and Services

 FEES
TO THE COMPANY'S AUDITORS

 Set forth
below is a summary of certain fees paid to our independent audit

OLAYINKA OYEBOLA & CO and Victor Mokuolu CPA PLLC for services for the fiscal years 2024 and 2023,
respectively.

 Fee Category

 Fiscal Year

 2024

 Fiscal Year

 2023

 Audit Fees

 $

 9,000

 $

 14,600

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $

 9,000

 $

 14,600

 Audit
Fees

 Audit fees
were for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports
on Form 10-K, the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other
SEC filings.

 Audit-Related
Fees

 Audit-related
fees consist of fees billed for professional services for consultation on accounting matters.

 Approval
of Services Provided by Independent Registered Public Accounting Firm

 The Board
of Directors has considered whether the services provided under other non-audit services are compatible with maintaining the auditor's
independence and has determined that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving
all non-audit work performed by the external auditors. The Board of Directors will annually pre-approve services in specified accounting
areas. The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.

 Item 15.
Exhibit and Financial Statement Schedules

 (a)(1) Financial
Statements

 The following
documents are filed as part of this report:

 The
Financial Statements of E-SMART Corp. at August 31, 2024 and 2023, and for each of the two fiscal
years in the period ended August 31, 2024, together with the reports of the Independent Registered Public Accounting Firms, are set forth
on pages F-1 through F-11 of this Report.

 (2) Not applicable.

 (3) Exhibits

 #

 31.1

 Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 #

 31.2

 Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 Item 16.
Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on December 12, 2024.

 E-SMART CORP.

 By:

 /s/ Diana Vasylenko

 Name:

 Title:

 President and Chief Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 12, 2024.

 Signature

 Title

 /s/ Diana Vasylenko

 President, Chief Executive Officer, Treasurer, Secretary and Director

 (Principal Executive Officer and Principal Accounting Officer)

 INDEX TO
FINANCIAL STATEMENTS

CORP.

 TABLE
OF CONTENTS

 Reports of Independent Registered
 Accounting Firm (ID 6771)

 Balance Sheets as of August 31, 2024 and 2023

 Statements of Operations for the
 Year ended August 31, 2024 and from June 6, 2023 (Inception) to

 Statements of Changes in Stockholders' Equity/ (Deficit) for the Year ended August 31, 2024 and from June 6, 2023 (Inception) to August 31, 2023

 Statements of Cash Flows for the
 Year ended August 31, 2024 and from June 6, 2023 (Inception) to

 Notes to the Financial Statements

 F-6-11

 Report of Independent Registered Public Accounting
Firm

 To the shareholders and the board of directors of

 E-Smart Corp.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders of

 E-Smart Corp

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
E-Smart Corp. ("the Company") as of August 31, 2024, and August 31, 2023, and the related statements of operations, changes
in stockholders' equity (deficit), and cash flows, for the 12 months ended August 31, 2024 and the period from inception (June 6, 2023)
to August 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of August 31, 2024, and the period from inception (June
6, 2023) to August 31, 2023, and the results of its operations and its cash flows for the 12 months ended August 31, 2024, and the period
from inception (June 6, 2023) to August 31, 2023, in conformity with accounting principles generally accepted in the United States of
America.

 Substantial Doubt about the Company's ability
to continue as a Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company is currently
experiencing losses and has not yet secured a stable revenue stream to cover its operating costs over a prolonged period. These factors
raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. We determined that there are no critical audit matters.

 Victor
 Mokuolu, CPA PLLC

 We have served as the Company's auditor since 2024.

 Houston, Texas

 December 12, 2024

 PCAOB ID: 6771

CORP.

 BALANCE
SHEETS

 August 31,

 2024

 August 31,

 2023

 ASSETS

 Current Asset

 Cash

 $

 $

 Total Current Assets

 Other Assets

 Intangible Assets

 173,800

 16,500

 Accumulated Amortization

 ( 24,858)

 -

 Total Other Assets

 148,942

 16,500

 Total Assets

 $

 149,488

 $

 16,725

 LIABILITIES AND STOCKHOLDERS' EQUITY/ (DEFICIT)

 Current Liabilities

 Accounts Payable

 $

 -

 $

 1,500

 Total Current Liabilities

 -

 1,500

 Long-Term Liabilities

 Director Loan

 180,297

 11,704

 Total Long-Term Liabilities

 180,297

 11,704

 Total Liabilities

 180,297

 13,204

 Stockholders' Equity / (Deficit)

 Common stock, par value $ 0.001; 45,000,000 shares authorized, 4,500,000 and 4,500,000 shares issued and outstanding

 4,500

 4,500

 Additional Paid-in Capital

 6,905

 -

 Retained Deficit

 ( 42,215)

 Total Stockholders' Equity/ (Deficit)

 ( 30,810)

 3,521

 Total Liabilities and Stockholders' Equity/ (Deficit)

 $

 149,488

 $

 16,725

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

CORP.

 STATEMENTS
OF OPERATIONS

 For the year ended

 August 31, 2024

 From June 6, 2023 (Inception) to

 REVENUES

 $

 11,935

 $

 -

 Discounts given

 GROSS PROFIT

 11,562

 OPERATING EXPENSES

 General and Administrative Expenses

 45,925

 TOTAL OPERATING EXPENSES

 ( 45,925)

 ( 990)

 INCOME (LOSS) FROM OPERATIONS

 ( 34,363)

 ( 990)

 OTHER INCOME (LOSS)

 Interest Income

 Interest Expense

 ( 6,905)

 -

 TOTAL OTHER INCOME (LOSS)

 ( 6,873)

 PROVISION FOR INCOME TAXES

 -

 -

 NET PROFIT/LOSS

 $

 ( 41,236)

 $

 NET LOSS PER SHARE: BASIC AND DILUTED

 $

 ( 0.01)

 $

 ( 0.00)

 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

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

CORP.

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY / (DEFICIT)

 FOR THE YEARS ENDED AUGUST
31, 2024 AND FROM JUNE 6, 2023 (INCEPTION) TO

 AUGUST
31, 2023

 Common Stock

 Additional

 Paid-in Capital

 Retained

 Total Stockholders'

 Shares

 Amount

 Deficit

 Equity (Deficit)

 Balance as of June 6, 2023 (Inception)

 -

 $

 -

 $

 -

 $

 -

 $

 -

 Common shares issued for cash at $0.001

 4,500

 -

 -

 4,500

 Net Loss for the period from June 6, 2023 (Inception) to August 31, 2023

 -

 -

 -

 Balance at August 31, 2023

 $

 4,500

 $

 -

 $

 $

 3,521

 Imputed Interest

 -

 -

 6,905

 -

 6,905

 Net loss for the year ended August 31, 2024

 -

 -

 -

 ( 41,236)

 ( 41,236)

 Balance at August 31, 2024

 $

 4,500

 $

 6,905

 $

 ( 42,215)

 $

 ( 30,810)

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

CORP.

 STATEMENTS
OF CASH FLOWS

 Year ended

 August 31, 2024

 From June 6, 2023 (Inception) to

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss for the period

 $

 ( 41,236)

 $

 Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:

 Amortization

 24,858

 -

 Accounts Payable

 ( 1,500)

 1,500

 Imputed interest

 6,905

 -

 CASH FLOWS PROVIDED BY / (USED IN) OPERATING ACTIVITIES

 ( 10,973)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Intangible Assets

 ( 157,300)

 ( 16,500)

 CASH FLOWS USED IN INVESTING ACTIVITIES

 ( 157,300)

 ( 16,500)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Director Loan

 168,594

 11,703

 Capital Stock

 -

 4,500

 CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 168,594

 16,203

 NET CHANGE IN CASH

 Cash, beginning of period

 -

 Cash, end of period

 $

 $

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Interest paid

 $

 -

 $

 -

 Income taxes paid

 $

 -

 $

 -

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

 E-SMART Corp.

 NOTES TO
THE FINANCIAL STATEMENTS

 Year ended August 31, 2024 and from
June 6, 2023 (Inception) to

 August
31, 2023

 Note
1 – ORGANIZATION AND NATURE OF BUSINESS

 E-SMART Corp. ("the
Company", "we", "us" or "our") was incorporated on June 6, 2023 under the laws of the State
of Nevada United States of America. E-SMART Corp. is an innovative digital platform that aims to revolutionize the tattoo industry by
efficiently connecting tattoo artists and clients. Our platform is designed to enhance efficiency, simplifying the client-artist interaction
process to meet the requirements of both clients and tattoo studios.

 Our platform ensures
a seamless experience for all users, providing a comprehensive database of skilled tattoo artists. Artists can easily showcase their
exceptional work, and expand their client base. By including essential information and direct links to their social media profiles, we
facilitate convenient access for users to view portfolios and initiate contact with their preferred artists. Masters interested in joining
our platform shall contact us through our designated contacts and apply for inclusion in the database.

 Note
2 – GOING CONCERN

 The accompanying financial statements have been prepared
in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company
currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs
over an extended period of time. Therefore, there is substantial doubt about the Company's ability to continue as a going concern.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses
The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management's
efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
continue as a going concern.

 For the period
from June 6, 2023, to August 31, 2023, the Company had no revenue, incurred a net loss of $979, and showed an accumulated deficit of $979.
For the year ended August 31, 2024, the Company reported a gross profit of $11,562, incurred a net loss of $41,236, and showed an accumulated
deficit of $42,215. These factors raise substantial doubt about the Company's ability to continue as a going concern.

 Note
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

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

 Use
of Estimates

 The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported
amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 Fair
Value of Financial Instruments

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

 The
three levels are defined as follows:

 Level 1:

 defined as observable inputs such as quoted prices in active markets;

 Level 2:

 defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 Level 3:

 defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 Income
Taxes

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

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

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

 The
Company's income tax returns are subject to review and examination by federal, state and local governmental authorities. As of August
31, 2024, there is no year currently under examination with federal, state and local governmental authorities. To the extent penalties
and interest are incurred through an examination, they would be included in the income tax section of the statement of operations.

 Basic
Income (Loss) Per Share

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

 Revenue
Recognition

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

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

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

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

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

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

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

 Recent
Accounting Pronouncements

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

 Note
4 – INTANGIBLE ASSETS

 Intangible
assets relate to the website and API software, which the Company purchased on June 30, 2023. The Website was put on use on August 30,
2023 and amortization is expected to cover a period of 5 years. Amortization expense for the period ended August 31, 2023 was $0. As of
August 31, 2023, the amount of intangible assets is $ 16,500. As of August 31, 2024, the amount of intangible assets is $ 173,800
consisting of website and API. Amortization expense for the period ended August 31, 2024 was $ 24,858.

 Intangible assets amounts are
as follows:

 Website Development

 Ai-Powered Tattoo Cost Calculator Api

 Total

 Estimated Useful Life (Years)

 Total Cost of the Asset

 $

 81,000

 $

 92,800

 $

 173,800

 Accumulated Depreciation at August 31, 2024

 (13,658)

 (11,200)

 (24,858)

 Net Book Value at August 31, 2024

 $

 67,342

 $

 81,600

 $

 148,942

 Depreciation Expense for year ended August 31, 2024

 $

 13,658

 $

 11,200

 $

 24,858

 Depreciation Expense from June 6, 2023 (Inception) to August 31, 2023

 $

 -

 $

 -

 $

 -

 Note
5 – COMMON STOCK

 The
Company has 4,500,000, $0.001 par value shares of common stock authorized.

 There
were 4,500,000 shares of common stock issued and outstanding as of August 31, 2024 and 2023.

 Voting
Common Stock

 All
shares of common stock have voting rights and are identical. All holders of shares of voting common stock shall at every meeting of the
stockholders be entitled to one vote for each share of the capital stock held by such stockholder.

 Non-voting
Common Stock

 All
of the other terms of the Non-Voting Common Stock shall be identical to the Voting Common Stock, except for the right of first refusal
that attaches to the Non-Voting Common Stock, as explained in the Company's Bylaws.

 Note
6 – RELATED PARTY

 Effective
June 6, 2023, the Company entered a Loan Agreement with its CEO. The lender agreed to lend a total of $70,000 payable in applicable installments
over the Term of the loan. The CEO agreed to an interest rate of 0% and a Term of 5 years. Effective November 14, 2023, the CEO agreed
to increase maximum amount of the Loan to $220,000. The amount due under the Loan was $ 180,297 and $ 11,704 as of August 31,
2024 and 2023, respectively. Imputed interest expense of $6,905 for the year ended August 31, 2024 was recorded as additional paid in
capital.

 Note 7 – INCOME TAXES

 The Company adopted the provisions
of uncertain tax positions as addressed in ASC 740 "Income Taxes" ("ASC 740"). As a result of the implementation
of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits. As of November 30, 2023, the Company had
net operating loss carry forwards of approximately $979. Future tax benefits which may arise as a result of these losses have not been
recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded
a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 The valuation allowance at August
31, 2023 was approximately $206. The net change in valuation allowance during year ended August 31, 2024 was $42,215. In assessing
the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred
income tax assets will not be realized.

 The provision for Federal income
tax consists of the following:

 As of August 31, 2024

 As of August 31, 2023

 Non-current deferred tax assets:

 Net operating loss carry forward

 $

 ( 42,215)

 $

 Total deferred tax assets

 ( 8,865)

 ( 206)

 Valuation allowance

 $

 8,865

 $

 Net deferred tax assets

 $

 -

 $

 -

 The ultimate realization of deferred
income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and
tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty
exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance
as of August 31, 2024. All tax years since inception remain open for examination by taxing authorities.

 The related deferred tax benefit
on the above unutilized tax losses has a full valuation allowance not recognized against it as there is no certainty of its realization.
Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those
disclosed.

 The actual tax benefit at the
expected rate of 21% differs from the expected tax benefit for the year ended August 31, 2024 as follows:

 Year ended

 August 31, 2024

 Year ended

 Computed "expected" tax expense (benefit)

 $

 8,865

 $

 (206)

 Change in valuation allowance

 $

 (8,865)

 $

 Actual tax expense (benefit)

 $

 -

 $

 -

 Note
8 – COMMITMENTS AND CONTINGENCIES

 In
the normal course of business, the Company may become a party to litigation matters involving claims against it. From August 31, 2024
through December 6, 2024, there are no current matters that would have a material effect on the Company's financial position or
results of operations.

 Note 9 – SUBSEQUENT
EVENTS

 In
accordance with FASB ASC Topic 855 "Subsequent Events", the Company has analyzed its operations through by December 11, 2024
and the date these financial statements were available to be issued, for the period from September 1, 2024 till December 11, 2024 the
Company issued 1,299,469 shares of common stocks at $0.03 per share for cash proceeds of $29,238.