UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

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: 000-51658

MICROSMART DEVICES, INC.
(Exact name of registrant as specified in its charter)
NEVADA	87-0624567
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
79 MEADOW STREET, LINCHFIELD, CT	06759
(Address of principal executive offices)	(Zip Code)
646-827-9362
(Registrant's telephone number, including area code)
NA
(Former name, former address and former fiscal year, if changed since last report)

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.

(1)  [ X ] Yes     [   ] No       (2) [ X ] 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  [ X ]    No  [   ]  The Registrant does not have a website.

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

Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer  [   ]	Smaller reporting company [ X ]

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

There were 1,157,472 shares of this issuer's common stock, par value, $0.001 per share as of November 20, 2012.

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management, and commence of the following page, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

MICROSMART DEVICES, INC.

(A Development Stage Company)

Condensed Balance Sheets

Unaudited

			September 30, 2012		December 31, 2011
Assets
Current assets
	Cash and cash equivalents- Note A	$	-	$	-
Total current assets			-		-
Total assets		$	-	$	-
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable		$	3,740	$	14,545
Accrued liabilities-related parties			242,940		207,940
Total current liabilities			246,680		$222,485
Convertible notes payable-net related parties			13,656		924
Total liabilities			260,336		223,409
Stockholders' deficit
Preferred stock, 10,000,000 shares authorized at $0.001 par value, none issued or outstanding			-		-
Common stock, 100,000,000 shares authorized at $0.001 par value, 1,157,472 shares issued and outstanding			1,157		1,157
Additional paid-in capital			208,342		170,273
Deficit accumulated during development stage			(469,835)		(394,839)
Total stockholders' deficit			(260,336)		(223,409)
Total liabilities and stockholders' deficit		$	-	$	-
The accompanying notes are an integral part of these financial statements

MICROSMART DEVICES, INC.

(A Development Stage Company)

Condensed Statements of Operations

Unaudited

										From
										Inception
		FOR THE THREE		FOR THE THREE		FOR THE NINE		FOR THE NINE		(Aug. 18, 1998)
		MONTHS ENDED		MONTHS ENDED		MONTHS ENDED		MONTHS ENDED		Through
		SEPTEMBER 30, 2012		SEPTEMBER 30, 2011		SEPTEMBER 30, 2012		SEPTEMBER 30, 2011		September 30, 2012
Revenues	$	-	$	-	$	-	$	-	$	6,891
Cost of Sales		-		-		-		-		4,984
Gross Profit		-		-		-		-		1,907
Operating expenses:
General and administrative expenses		24,241		10,406		52,915		44,822		448,737
Total operating expenses		24,241		10,406		52,915		44,822		448,737
Operating loss		(24,241)		(10,406)		(52,915)		(44,822)		(446,830)
Interest Expense		(9,085)		-		(22,081)		-		(23,005)
Loss before taxes		(33,326)		(10,406)		(74,996)		(44,822)		(469,835)
Provision for income taxes		-		-		-		-		-
Net Loss	$	(33,326)	$	(10,406)	$	(74,996)	$	(44,822)	$	(469,835)
Basic and diluted net loss per common share		($0.03)		($0.01)		($0.06)		($0.04)		($0.57)
Weighted average common shares outstanding, basic and diluted		1,157,472		1,157,472		1,157,472		1,157,472		831,765
The accompanying notes are an integral part of these financial statements

MICROSMART DEVICES, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

Unaudited

						For the Period
						From
						Inception
		FOR THE NINE		FOR THE NINE		(Aug. 18, 1998)
		MONTHS ENDED		MONTHS ENDED		Through
		September 30, 2012		September 30, 2011		September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(74,996)	$	(44,822)	$	(469,835)
Adjustments to reconcile net loss to net cash used
in operating activities:
Amortization of debt discount		12,732		-		13,656
Non-Cash interest expense		8,068		-		8,068
Increase/(decrease) in accounts payable		(10,804)		(66,150)		3,740
Increase/(decrease) in accrued liabilities-related party		35,000		110,972		367,449
Contributions for capital expenses		-		-		8,026
Issuance of common stock for expenses		-		-		4,396
Net cash used in operating activities		(30,000)		-		(64,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock issued						22,500
Convertible note payable		30,000		-		42,000
Net cash provided by financing activities		30,000		-		64,500
Net increase (decrease) in cash		-		-		-
Cash and cash equivalents, beginning of period		-		-		-
Cash and cash equivalents, end of period	$	-	$	-	$	-
SUPPLEMENTAL DISCLOSURES:
Income taxes paid	$	-	$	-	$	-
Debt settled for equity	$	-	$	-	$	124,508
The accompanying notes are an integral part of these financial statements

MICROSMART DEVICES, INC.

(A Development Stage Company)

Notes to Condensed Financial Statements

NOTE 1 - PRESENTATION BASIS

The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with U. S. generally accepted accounting principles have been condensed or omitted. These interim financial statements include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary in order to make the financial statements not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

NOTE 2 - GOING CONCERN

The Company has incurred losses from inception, has a net working capital deficiency, and has no operating revenue source as of September 30, 2012. Financing the Company's activities to date has primarily been the result of borrowing from a shareholder and others. The Company's ability to achieve a level of profitable operations and/or additional financing may impact the Company's ability to continue as it is presently organized. Management plans include continued development of the business, as discussed in NOTE D of the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

NOTE 3 - RELATED PARTY PAYABLE

During the previous periods, a shareholder loaned funds to the Company to cover operating expenses. The note is non-interest bearing, due and payable on demand. The amount payable to the shareholder as of September 30, 2012 was $242,940 and December 31, 2011 was $207,940. Interest is being imputed at the rate of 5% per annum and is charged to Additional Paid in Capital.

On April 2, 2012, the Company signed a $30,000 convertible promissory note with a related party. The note bears interest at 5% per annum and will be due on December 31, 2013. The note has conversion rights that allow the holder of the note to convert the principal balance into the Company's common stock at a price of $0.05.

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms on the above mentioned note and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method stipulated in ASC 470. The value of BCF was determined based on the stock price on the day of commitment, the discounts as agreed to in the note, the number of convertible shares, and the difference between the effective conversion price and the fair value of the common stock. The value of the BCF of the note has been calculated at $276,000, but has been limited to the proceeds of $30,000.The BCF has been recorded as a discount to the note payable and to Additional Paid-in Capital and will be amortized over the life of the note.

NOTE 4 - IMPACT OF NEW ACCOUNTING STANDARDS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

NOTE 5 - CHANGE IN OWNERSHIP

On July 31, 2012, pursuant to a purchase agreement (the "Purchase Agreement") among Crowther Holdings LTD, a Turks and Caicos Islands company ("Crowther"), and the principal stockholder of the Company, Settex PLC, a United Kingdom company ("Settex"), and Zentar Securities Ltd., a Swiss company ("Zentar" and together with "Settex", the "Purchasers" and each a "Purchaser"), Crowther sold an aggregate of 848,391 shares of common stock, par value $0.001 per share ("Common Stock"), of the Company (the "Purchased Shares") to the Purchasers in the amounts set forth in Annex 1.1(b)(1) of the Purchase Agreement. The Purchase Agreement also provides for the transfer of certain outstanding unsecured non-interest bearing loans made between December 2007 and June 2011 by Crowther to the Company in the aggregate principle amount of $207,940 (the "Related Party Loans") to the Purchasers in the amounts listed on Annex 1.1(b)(1) to the Purchase Agreement. The Purchased Shares are subject to a registration agreement that provides that the Purchased Shares shall not be publicly sold unless and until (i) a registration statement filed with the SEC covering such Purchased Shares is effective; (ii) the SEC provides a "no action" letter which indicates that registration prior to resale is not required based upon an available exemption, or (iii) there is a finding by a United States District Court having original jurisdiction or a state court having concurrent jurisdiction regarding the Securities Act of 1933, as amended (the "Securities Act"), to the effect that the Purchased Shares can be resold without registration under the Securities Act.

Each of the Buyers is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act. The aggregate purchase price for the Purchased Shares was $254,517.30 (the "Purchase Price"), or $0.30 per share. The purchase and sale of the Purchased Shares took place at a closing (the "Closing") held on July 31, 2012, at which the Purchase Price was paid and the Related Party Loans were assigned by Crowther to the Purchasers.

Prior to the Closing, Crowther owned only the 848,391 Purchased Shares, which represents approximately 73.3% of the outstanding Common Stock. After giving effect to its sale of the Purchased Shares, Crowther does not own of record or beneficially any shares of Common Stock of the Company. As a result of the Closing, a change of control was effected.  The Purchasers beneficially own in the aggregate approximately 73.3% of the Company's issued and outstanding voting Common Stock following the acquisition of the 848,391 Purchased Shares. After giving effect to the transfer of the Related Party Loan to the Purchasers, Crowther will not be a creditor or affiliate of the Company.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

The following discussion should be read in conjunction with the financial statements of the Company which are included elsewhere in this Form 10-Q. Certain statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) the Company's ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.  Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update any such statements to reflect events that occur or circumstances that exist after the date which they are made, except as required by federal securities and any other applicable law.

Plan of Operation

The Company's plan of operation for the next 12 months is to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry, and (iii) to commence such operations through funding and/or the acquisition of a "going concern" engaged in any industry selected. At this time, the Company has no plan, proposal, agreement, understanding or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of management has had any material discussions with any other company with respect to any acquisition of that company.

During the next 12 months, the Company's only foreseeable cash requirements will relate to maintaining its good standing or to the payment of its Securities and Exchange filing expenses and associated legal fees, accounting fees and costs incident to reviewing or investigating any potential business venture, which the Company currently estimates to be $70,000. These funds may be advanced by management or principal stockholders as loans to the Company although there is no agreement that management or anyone else will advance these funds. Because the Company has not determined any business or industry in which its operations will be commenced it is impossible to predict the amount of any financing needed to acquire and operate any such business. When and if a business will be commenced or an acquisition will be made is presently unknown, and will depend upon various factors, including but not limited to, funding and its availability, and if and when any potential acquisition may become available to the Company at acceptable terms. We currently estimate costs associated with reviewing a potential business venture which would be mainly for due diligence, be between $5,000 and $25,000. These funds will either be required to be loaned by management or principal stockholders or raised in private offerings. The Company cannot assure you that it can raise these funds from any source, if needed.

Results of Operations

The Company had no revenues for the three months ended September 30, 2012, and 2011, and the Company incurred net losses of $33,326 and $10,406, respectively. The loss for the three months ended September 30,2012 is attributable to the timing of professional services and in part to interest on debt, while the loss for the three months ended September 30, 2011 is primarily as a result of legal and accounting expenses.

The Company had no revenues for the nine months ended September 30, 2012, and 2011, and the Company incurred net losses of $74,996 and $44,822, respectively. The loss for the nine months ended September 30, 2012 is attributable to the timing of professional services and in part to interest on debt, while the loss for the nine months ended September 30, 2011 is primarily as a result of legal and accounting expenses.

The Company has generated no profit since inception. Cumulative losses total $469,835 since the Company's inception on August 18, 1998. Primarily all of these losses are the result of legal and accounting expenses.

Liquidity

At September 30, 2012, the Company had no cash resources.

Off-balance sheet arrangements

We had no off balance sheet arrangements as of the date of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company, as defined by item 10 of Regulation S-K (a "Smaller Reporting Company"), is not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") as of September 30, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures were effective as of September 30, 2012 to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that the Company's disclosure and controls are designed to ensure that the information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no Changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect.

PART II - OTHER INFORMATION

Item I. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

Item lA. Risk Factors

A Smaller Reporting Company is not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Purchases of equity securities by the issuer and affiliated purchasers.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

(a) Exhibits and index of Exhibits.

31	Certification of Paul Gravatt. the Company's CEO, Treasurer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Paul Gravatt pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.

	MICROSMART DEVICES, INC.
Dated: November 21, 2012	By: /s/ Paul Gravatt Paul Gravatt President, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Gravatt certify that:

1 I have reviewed the Quarterly Report (The "Report") on Form I0-Q of Microsmart Devices, Inc. (the "Registrant");

2. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report;

3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in the Report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-150 for the Registrant and I have:

a Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which the Report is being prepared;

b Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles;

c Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in the Report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the Report based on such evaluation; and

d Disclosed in the Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal controls over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting,

Dated: November 21, 2012 By: /s/ Paul Gravatt Paul Gravatt President, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Microsmart Devices, Inc. (the "Registrant") on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul Gravatt, President, Treasurer and director of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;

and

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Dated: November 21, 2012 By: /s/ Paul Gravatt Paul Gravatt President, Treasurer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)