May 23, 2013
To the shareholders of Smart Holding, Inc.:
We are pleased to announce that major changes have taken place regarding Smart Holdings, Inc. (OTC Markets: symbol SMHS), including a change of control and a material acquisition:
In April, SMHS acquired 100% of Anatolian Walnuts Production Company, a Turkish company which has planted and is well growing 40,000 Chandler-type walnut trees and its pollenizers in Turkey, and which intends to plant and cultivate up to 65,000 more walnut trees and eventually sell the walnuts produced by those trees, subject to raising the necessary capital. The principal terms of the acquisition included the following:
SMHS issued 975,000,000 common shares to acquire Anatolian Walnut Production Company (“AWPC”), bringing the total number of issued and outstanding shares to 995,098,061.
Ken Oxsalida, the previous sole officer and director, resigned and appointed AWPC’s designees as the new Board of Directors; the new Board the appointed SMHS’s new officers—see below.
The new Board and majority shareholders then approved and filed with the State of Nevada two amendments to SMHS’s Certificate of Incorporation: (a) they increased the authorized common shares to 1,975,000,000, and (b) they increased SMHS’s authority to conduct business; SMHS is now authorized to engage in any lawful business, both within and outside the United States.
SMHS sold its unprofitable subsidiary Assurance Group Direct (“AGD”) to Mr. Oxsalida, in consideration of his indemnifying SMHS against past liabilities of either SMHS or AGD.
Beginning in 2008, AWPC acquired 332 acres of land in Manisa Province, in southern Turkey and cleared the land. AWPC currently has a well growing total of 40,000 Chandler-type walnut trees and its pollenizers (believed to be the highest quality type of walnuts).
Like vineyards, walnut plantations take years before the trees are ready to be harvested, and the walnuts can be sold. AWPC’s first harvest is expected to take place in October, 2014. AWPC also owns 50,000 walnut seedlings, which can be sold at any time. Demand for walnuts in Turkey is high, because walnuts have always been a part of Turkish culture, as a tasteful snack, as an addition to desserts and other foods, and for their perceived health benefits. There is an annual shortage of 20,000 tons of walnuts every year in Turkey, and so management does not anticipate any significant problems in selling either the walnuts when they are harvested, or the seedlings. To help alleviate the annual walnut shortage, AWPC also intends to raise capital to enable it to acquire walnuts in the United States, for importation to Turkey and resale there.
SMHS’s two Board of Directors now consists of two persons, Mustafa Laz and Ismail Uslu, who are also its new principal shareholders, each owning approximately 48.5 % of SMHS’s 995,098,061 outstanding common shares. Messrs. Laz and Uslu also purchased all 20,000 outstanding SMHS preferred shares from Mr. Oxsalida. Each preferred share has voting power equal to 10,000 common shares.
Mustafa Laz is a Turkish citizen, born in 1960; he has a Bachelor’s degree in Business Administration. Mr. Laz has significant experience in the Turkish private sector as a top level manager, and in tax and financial issues. He has invested in AWPC since 2007, and is responsible for leading the development and execution of the Company’s long term strategy, with a view to creating shareholder value.
Ismail Uslu is also a Turkish citizen, born in 1961; he has a Bachelor’s degree in Business Administration. Mr. Uslu has significant experience in the Turkish private sector as a top level manager and in discovering new areas of investment. He is a specialist in marketing, also is active in the areas of agriculture, livestock, and greenhouse and energy generation, and overseeing the development of new technologies and investments.
New management intends to keep providing shareholders with financial information, and to keep shareholders informed of developments. In addition, SMHS is endeavoring to raise the capital to enable it to import walnuts to Turkey from California and to plant and cultivate the additional 65,000 walnut trees in Turkey, for which the Turkish government is contributing the land at no cost to AWPC.
Information about AWPC is available at their website www.anatolianwalnut.com