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
FISCAL YEAR ENDED DECEMBER 31, 2008.



000-131224Commission File Number



SMART
HOLDINGS, INC.

(Name
of small business issuer in its charter)

|Nevada                                                |  | 20-5956047                              
|----------------------------------------------------- |  | ----------------------------------------
|(State
							or other jurisdiction of incorporation) |  | (IRS
							Employer Identification No.)



647
MILL POINT DRIVE

MILFORD,
MI 48381

(248)
321-0121

(Address
and telephone number of principal executive offices)



Securities
registered under Section 12(b) of the Exchange Act: None.



Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.0001



Check
whether the issuer (1) 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 



Check if
there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure
will 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 shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes 
No 



The
registrant’s revenues for the year ended December 31, 2008 were
$0.



As of
January 18, 2009, the registrant had 8,602,500 shares of common
stock, par value $0.0001 per share, outstanding.















SMART
HOLDINGS, INC.

FORM
10-K TABLE OF CONTENTS





|                                                                                                                                                       |  |             |    |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------- | -- |  |  |  |  | 
|Title                                                                                                                                                  |  | Page
			No. |    |  |  |  | 
|Part
			I                                                                                                                                              |  |             |    |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			1. Description of Business                                                                                                                     |  |             | 3  |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			2. Description of Property                                                                                                                     |  |             | 4  |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			3. Legal Proceedings                                                                                                                           |  |             | 4  |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			4. Submission of Matters to a Vote of Securities Holders                                                                                       |  |             | 4  |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Part
			II.                                                                                                                                            |  |             |    |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			5. Market for Common Equity and Related Stockholder Matters                                                                                    |  |             | 5  |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			6. Management ’ s Discussion and Analysis of Financial
			Condition and Results of Operations                                                  |  |             | 5  |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			7. Financial Statements                                                                                                                        |  |             | 7  |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			8. Changes in and Disagreements with Accountants on Accounting and
			Financial Disclosures                                                    |  |             | 16 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			8A. Controls and Procedures                                                                                                                    |  |             | 16 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Part
			III.                                                                                                                                           |  |             |    |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			9. Directors, Executive Officers, Promoters, Control Persons and
			Corporate Governance; Compliance with Section 16(a) of the
			Exchange Act |  |             | 16 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			10. Executive Compensation                                                                                                                     |  |             | 17 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			11. Security Ownership of Certain Beneficial Owners and Management                                                                             |  |             | 18 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			12. Certain Relationships and Related Transactions, and Director
			Independence                                                               |  |             | 18 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			13. Exhibits                                                                                                                                   |  |             | 18 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Item
			14. Principal Accountant Fees and Services                                                                                                     |  |             | 19 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Signatures                                                                                                                                             |  |             | 20 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Index
			to Exhibits                                                                                                                                   |  |             | 21 |  |  |  |  | 
|                                                                                                                                                       |  |             |    |  |  |  |  | 
|Exhibit
			31.1                                                                                                                                       
|Exhibit
			32.1                                                                                                                                       



Page
-2













Table
of Contents

PART
I



Forward Looking Statements . Certain of
the statements included in this annual report on Form 10-K, including
those regarding future financial performance or results or that are
not historical facts, are “forward-looking” statements as
that term is defined in Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. The words “expect,” “plan,”
“believe,” “anticipate,” “project,”
“estimate,” and similar expressions are intended to
identify forward-looking statement. Smart Holdings, Inc. (referred to
herein, with its predecessors and subsidiaries, as “Smart
Holdings, Inc.”, “we”, “us”, and “our”)
cautions readers that these statements are not guarantees of future
performance or events and such statements involve risks and
uncertainties that may cause actual results and outcomes to differ
materially from those indicated in forward-looking statements.
Additional factors that could cause actual results to differ
materially from those indicated in the forward-looking statements are
discussed under the caption “Risk Factors”. Readers are
cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof. We undertake no
duty to update these forward-looking statements. Readers are urged to
carefully review and consider the various disclosures made by us
which attempt to advise interested parties of the additional factors
which may affect our business, including the disclosures made under
the caption “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in this report.



Item 1.
Description of Business



Smart
Holdings, Inc. was incorporated in the State of Nevada on December 6,
2005. It is a consulting company, headquartered in Milford, Michigan,
which plans to offer a variety of strategic business consulting
services to public and private companies. Currently, the main service
is providing financial and business consulting services to its
clients. The services offered include due diligence, mergers and
acquisition consulting, and strategic business planning. Smart
Holdings, Inc. works with both private and public companies. Smart
Holdings, Inc.’s long-term focus is on creating lasting
relationships with its clients. It also provides strategic consulting
services and business plan development for start-up companies and has
the expertise to work with its clients through the public offering
process, with introductions to underwriters, broke dealers and market
makers, as well as post offering support services such as development
of road show and research materials.



As
indicated above the company was recently incorporated and is
presently in the development stage wherein it is in the process of
setting up operations and working to obtain clients. It has not yet
realized revenue.



Our
principal executive office is located at 647 Mill Point Dr. Milford,
Michigan, 48381, and our telephone number is (248) 321-0121



Page
-3













Table
of Contents



Item 2. Description of Property



Property
and equipment are recorded at historical cost and include
expenditures, which substantially increase the useful lives of
existing property and equipment. Maintenance and repairs are charged
to operations when incurred.



Depreciation
of property and equipment is computed primarily using the
straight-line method based on estimated useful lives (furniture and
fixtures, 6 to 7 years, office equipment 5 to 7 years, and computers
and software, 3 to 5 years). Depreciation for income tax purposes is
computed principally using the straight line method and estimated
useful lives.



Item 3.
Legal Proceedings



As of
December 31, 2008, Smart Holdings Inc. did not have any outstanding
legal issues outside of the ordinary course of business.



Item 4.
Submission of Matters to a Vote of Securities Holders



There were
no submissions of matters to a vote of shareholders in the three
months ending December 31, 2008.



Page
-4













Table
of Contents



PART II



Item 5.
Market for Common Equity and Related Stockholder Matters.



On February 21, 2007, 2006, Smart Holdings, Inc. filed
an SB-2 registration statement with the SEC. The Company registered
an additional 1 million (1,000,000) shares to be sold for an
aggregate of $1 million ($1,000,000). The registration has been
approved by the SEC and no shares were sold prior to December 31,
2008. The Company is currently attempting to complete the offering.



Item 6.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations



Cautionary
Statement Regarding Forward-looking Information



This
report and other reports, as well as other written and oral
statements made or released by us, may contain forward-looking
statements. Forward-looking statements are statements that describe,
or that are based on, our current expectations, estimates,
projections and beliefs. Forward-looking statements are based on
assumptions made by us, and on information currently available to us.
Forward-looking statements describe our expectations today of what we
believe is most likely to occur or may be reasonably achievable in
the future, but such statements do not predict or assure any future
occurrence and may turn out to be wrong. You can identify
forward-looking statements by the fact that they do not relate
strictly to historical or current facts. The words “believe,”
“anticipate,” “intend,” “expect,”
“estimate,” “project”, “predict”,
“hope”, “should”, and “may”,
other words and expressions that have similar meanings, and
variations of such words and expressions, among others, usually are
intended to help identify forward-looking statements. Forward-looking
statements are subject to both known and unknown risks and
uncertainties and can be affected by inaccurate assumptions we might
make. Risks, uncertainties and inaccurate assumptions could cause
actual results to differ materially from historical results or those
currently anticipated. Consequently, no forward-looking statement can
be guaranteed. The potential risks and uncertainties that could
affect forward looking statements include, but are not limited to the
ability to raise needed financing, increased competition, extent of
the market demand for and supply of goods and services of the types
provided by the Company, governmental regulation, performance of
information systems, and the ability of the Company to hire, train
and retain qualified employees. In addition, other risks,
uncertainties, assumptions, and factors that could affect the
Company’s results and prospects have been and may further be
described in the Company’s prior and future filings with the
Securities and Exchange Commission and other written and oral
statements made or released by the Company.



We caution
you not to place undue reliance on any forward-looking statements,
which speak only as of the date of this document. The information
contained in this report is current only as of its date, and we
assume no obligation to update any forward-looking statements.



The
financial information set forth in the following discussion should be
read in conjunction with, and qualified in its entirety by, the
Company’s audited financial statements and notes included
herein. The results described below are not necessarily indicative of
the results to be expected in any future period. Certain statements
in this discussion and analysis, including statements regarding our
strategy, financial performance and revenue sources, are
forward-looking information based on current expectations and entail
various risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Readers are referred to our Audited Financials included
on Form 10-K for the fiscal year ended December 31, 2008.



Page
-5













Table
of Contents



Results
of Operations



Our net
loss for twelve months ended December 31, 2008 was $942, compared to
18,502 for the twelve months ended December 31, 2007. A discussion of
our results of operations is as follows:



Revenues
for twelve months ended December 31, 2008 and 2007 were $0. No
revenues have been generated since inception.



Our cost
of services for the twelve months ended December 31, 2008 and 2007
was $0. As we have had no revenue to date, there is no cost of
services.



Smart
Holdings expects to improve operating results as the Company begins
to move forward with marketing and obtaining a customer base for its
services.



Operating
expenses were $942 for the twelve months ended December 31, 2008,
compared to $18,502 for the twelve months ended December 31, 2007.



This
decrease is attributable to the limited activity during the most
recent year.



No
provision for income taxes have been reflected or recorded on these
financial statements. We incurred a net loss of $942 for the twelve
months ended December 31, 2008 as a result of the matters discussed
above. Losses to date may be used to offset future taxable income,
assuming the Company becomes profitable.



Liquidity
and Capital Resources



As
reflected in the accompanying financial statements, the Company has
working capital and stockholders’ equity of $0 and ($3,502),
respectively, as of December 31, 2008. The Company has incurred
losses and has been dependent upon the financial support of
stockholders, management and other related parties.



Management
is seeking additional financial resources, which the Company believes
will support operations until profitability can be achieved. These
financial resources include financing from both related and
non-related third parties, as discussed in the accompanying footnotes
to the financial statements. There can be no assurance that
management will be successful in these efforts. The financial
statements do not reflect any adjustments that may arise as a result
of this uncertainty.



We expect
our operating expenses to continue to increase as we attempt to build
our brand and expand our customer base. We hope our expenses will be
funded from operations and short-term loans from officers,
shareholders or others; however, our operations may not provide such
funds and we may not be able obtain short-term loans from officers,
shareholders or others. Our officers and shareholders are under no
obligation to provide additional loans to the company.



Page
-6















Table
of Contents





Item 7.
Financial Statements

|                                                                                |  |      |     | 
|------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                |  | Page |    
|Report
			of Independent Registered Public Accounting Firm                      |  |      | F-1 | 
|                                                                                |  |      |     | 
|Balance
			Sheet at December 31, 2008                                           |  |      | F-2 | 
|                                                                                |  |      |     | 
|Statement
			of Income Years Ended December 31, 2008 and 2007                   |  |      | F-3 | 
|                                                                                |  |      |     | 
|Statement
			of Stockholders ’ Equity Years Ended December 31, 2008 and
			2007 |  |      | F-4 | 
|                                                                                |  |      |     | 
|Statement
			of Cash Flows Years Ended December 31, 2008 and 2007               |  |      | F-5 | 
|                                                                                |  |      |     | 
|Notes
			to financial Statements                                                |  |      | F-6 | 
|                                                                                |  |      |     | 



Page
-7













Table
of Contents





Report
of Independent Registered Public Accounting Firm



The Board
of Directors of



Smart
Holdings, Inc.



Milford,
Michigan



We have
audited the accompanying balance sheet of Smart Holdings, Inc. (a
development stage company) as of December 31, 2008 and 2007, and the
related statements of operation, stockholders’ equity and cash
flows for each of the years in the two-year period ended December 31,
2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.



We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.



In our
opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Smart Holdings,
Inc. as of December 31, 2008 and 2007, and the results of their
operations and their cash flows for each of the years in the two-year
period ended December 31, 2008 in conformity with accounting
principles generally accepted in the United States of America.



/s/
Robert L. White & Associates, Inc.

Robert
L. White & Associates, Inc.

Cincinnati,
Ohio

January
18, 2009



Page
F-1













Table
of Contents



SMART HOLDINGS, INC.

BALANCE
SHEET

December
31, 2008 AND 2007

|                                                                                                                                                                            |  |      |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                            |  | 2008 |         |   | 2007 |  
|ASSETS                                                                                                                                                                     
|                                                                                                                                                                            |  |      |         |   |      |   |         |  
|Current
			Assets:                                                                                                                                                          |  |      |         |   |      |   |         |  
|Cash                                                                                                                                                                        |  | $    | 1558    |   |      | $ | —       |  
|Accounts
			receivable                                                                                                                                                      |  |      | —       |   |      |   | —       |  
|Other
			current assets                                                                                                                                                     |  |      | —       |   |      |   | —       |  
|                                                                                                                                                                            |  |      |         |   |      |  
|Total
			current assets                                                                                                                                                     |  |      | 1558    |   |      |   | —       |  
|Fixed
			assets, net                                                                                                                                                        |  |      | —       |   |      |   | —       |  
|                                                                                                                                                                            |  |      |         |   |      |   |         |  
|Total
			Assets                                                                                                                                                             |  | $    | 1558    |   |      | $ | —       |  
|                                                                                                                                                                            |  |      |         |   |      |  
|                                                                                                                                                                            |  |      |         |   |      |   |         |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY
			(DEFICIT)                                                                                                                          
|                                                                                                                                                                            |  |      |         |   |      |   |         |  
|Current
			Liabilities:                                                                                                                                                     |  |      |         |   |      |   |         |  
|Accounts
			payable                                                                                                                                                         |  |      | 3,502   |   |      |   | 3,502   |  
|                                                                                                                                                                            |  |      |         |   |      |  
|Total
			current liabilities                                                                                                                                                |  |      | 3,502   |   |      |   | 3,502   |  
|                                                                                                                                                                            |  |      |         |   |      |   |         |  
|Stockholders’
			Deficit:                                                                                                                                                   |  |      |         |   |      |   |         |  
|Common
			stock, $.0001 par value, 100,000,000 shares authorized, issued and
			outstanding: December 31, 2008 - 8,602,500 shares; December 31,
			2007 - 9,000,000 shares. |  |      | 8,603   |   |      |   | 9,000   |  
|Paid-in
			capital                                                                                                                                                          |  |      | 26,397  |   |      |   | 23,500  |  
|Accumulated
			deficit                                                                                                                                                      |  |      | (36,944 | ) |      |   | (36,002 | )
|                                                                                                                                                                            |  |      |         |   |      |  
|Total
			stockholders’ equity (deficit)                                                                                                                                     |  |      | (1,944  | ) |      |   | (3,502  |  
|                                                                                                                                                                            |  |      |         |   |      |  
|                                                                                                                                                                            |  |      |         |   |      |   |         |  
|Total
			Liabilities and Stockholders’ Deficit                                                                                                                              |  | $    | 1558    |   |      | $ | 0       |  
|                                                                                                                                                                            |  |      |         |   |      |  



See
accompanying notes to these financial statements.



Page
F-2













Table
of Contents



SMART HOLDINGS, INC.

STATEMENTS
OF OPERATIONFOR THE THREE AND TWELVE MONTHS ENDED
DECEMBER 31,

2008
AND 2007

|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|------------------------------------------------------- |  | --------------------- | --------- | - | ---------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                        |  | Three
			Months Ended |           |   | Twelve
			Months Ended |  
|                                                        |  | December
			30,       |           |   | December
			30,        |  
|                                                        |  | (unauditied)          |           |   |                        |  
|                                                        |  | 2008                  |           |   | 2007                   |   |           | 2008 |  |   | 2007      |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|Revenue                                                 |  | $                     | —         |   |                        | $ | —         |      |  | $ | —         |   |  | $ | —         |  
|Cost
			of revenue                                      |  |                       | —         |   |                        |   | —         |      |  |   | —         |   |  |   | —         |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |  
|Gross
			profit                                         |  |                       | —         |   |                        |   | —         |      |  |   | —         |   |  |   | —         |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|Operating
			expenses                                   |  |                       | —         |   |                        |   | 3,502-    |      |  |   | 942       |   |  |   | 18,502    |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|Operating
			income                                     |  |                       | —         |   |                        |   | —         |      |  |   | (942      | ) |  |   | (18,502   | )
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|Other
			income (expense)                               |  |                       | —         |   |                        |   | —         |      |  |   | —         |   |  |   | —         |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|Net
			income (loss)                                    |  | $                     | —         |   |                        | $ | (3,502    | )-   |  | $ | (942      | ) |  |   | (18,502   | )
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|Basic
			and diluted loss per share                     |  | $                     | (0.00     | ) |                        | $ | (0.00     | )    |  | $ | (0.00     | ) |  | $ | (0.00     | )
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |  
|                                                        |  |                       |           |   |                        |   |           |      |  |   |           |   |  |   |           |  
|Weighted
			average number of common shares outstanding |  |                       | 8,602,500 |   |                        |   | 9,000,000 |      |  |   | 8,726,790 |   |  |   | 9,000,000 |  



See
accompanying notes to these financial statements.



Page
F-3













Table
of Contents



Smart Holdings, Inc.

Statement
of Changes in Stockholders’ Equity

For
the Years Ended December 31, 2008 and 2007

|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |         |  |  |   |          | 
|------------------------------------------------ |  | --------------- | ---------- |  | ------- | - | ------ | ----------- |  | - | ------- |  |  | ----- | ------- |  |  | - | -------- | 
|                                                 |  | Common
			Stock |            |  | Paid-in |   |        | Accumulated |  |   |         | 
|                                                 |  | Shares          |            |  | Amount  |   |        | Capital     |  |   | Deficit |  |  | Total |        
|Balance,
			December 31, 2006                    |  |                 | 9,000,000- |  |         | $ | 9,000- |             |  | $ | 23,500- |  |  | $     | 17,500- |  |  | $ | 15,000-  | 
|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |        
|Net
			loss for the Year Ended December 31, 2007 |  |                 | —          |  |         |   | —      |             |  |   | —       |  |  |       | 18,502- |  |  |   | 18,502-  | 
|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |        
|Balance,
			December 31, 2007                    |  |                 | 9,000,000- |  |         | $ | 9,000- |             |  | $ | 23,500- |  |  | $     | 36,002- |  |  | $ | (3,502)- | 
|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |         |  |  |   |          | 
|Common
			Stock Issued for Cash                  |  |                 | 2,500      |  |         |   | 3      |             |  |   | 2497    |  |  |       | —       |  |  |   | 2,00     | 
|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |         |  |  |   |          | 
|Common
			Stock Cancelled                        |  |                 | (400,000)  |  |         |   | (400)  |             |  |   | 400     |  |  |       | —       |  |  |   | —        | 
|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |         |  |  |   |          | 
|Net
			Loss for the Year Ended December 31, 2008 |  |                 | —          |  |         |   | —      |             |  |   | —       |  |  |       | 942     |  |  |   | 942      | 
|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |         |  |  |   |          | 
|Balance,
			December 31, 2008                    |  |                 | 8,602,500  |  |         | $ | 8603   |             |  | $ | 26,397  |  |  | $     | 36,944  |  |  | $ | (1944)   | 
|                                                 |  |                 |            |  |         |   |        |             |  |   |         |  |  |       |        



See
accompanying notes



Page
F-4













Table
of Contents



SMART HOLDINGS, INC.

STATEMENTS
OF CASH FLOWS

FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007

|                                                                                  |  |      |       |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | - | ------- | -
|                                                                                  |  | 2008 |       |   | 2007 |  
|Cash
			Flows From Operating Activities                                           |  |      |       |   |      |   |         |  
|Net
			loss                                                                       |  | $    | (942  | ) |      | $ | (18,502 | )
|Adjustments
			to reconcile net loss to net cash flows from operating activities: |  |      |       |   |      |   |         |  
|Changes
			in operating assets and liabilities:                                   |  |      |       |   |      |   |         |  
|Other
			current assets                                                           |  |      | -0-   |   |      |   | 10,000  |  
|Accounts
			payable                                                               |  |      | -0-   |   |      |   | 3,502   |  
|                                                                                  |  |      |       |   |      |  
|Total
			adjustments                                                              |  |      | -0-   |   |      |   | 13,502  |  
|                                                                                  |  |      |       |   |      |   |         |  
|Net
			cash flows from operating activities                                       |  |      | (942) |   |      |   | (5,000) |  
|                                                                                  |  |      |       |   |      |   |         |  
|Cash
			Flows From Investing Activities                                           |  |      |       |   |      |   |         |  
|Purchases
			of property and equipment                                            |  |      | 2,500 |   |      |   | -0-     |  
|                                                                                  |  |      |       |   |      |  
|Net
			cash flows from investing activities                                       |  |      | 2,500 |   |      |   | -0-     |  
|                                                                                  |  |      |       |   |      |   |         |  
|Net
			Change in Cash                                                             |  | $    | 1,558 |   |      |   | (5,000  | )
|                                                                                  |  |      |       |   |      |  
|                                                                                  |  |      |       |   |      |   |         |  
|Cash,
			Beginning of the Period                                                  |  | $    | -0-   |   |      | $ | 5,000   |  
|                                                                                  |  |      |       |   |      |   |         |  
|Cash,
			End of the Period                                                        |  | $    | 1,558 |   |      | $ | -0-     |  



See
accompanying notes to these financial statements.



Page
F-5













Table
of Contents



SMART HOLDINGS, INC.

NOTES
TO FINANCIAL STATEMENTS



Note A
— Nature of Operations and Basis of Presentation



Nature
of Operations



Smart
Holdings, Inc. was incorporated in the State of Nevada on December 6,
2005. It is a consulting company, headquartered in Milford, Michigan,
which plans to offer a variety of strategic business consulting
services to public and private companies. Currently, the main service
is providing financial and business consulting services to its
clients. The services offered include due diligence, mergers and
acquisition consulting, and strategic business planning. Smart
Holdings, Inc. works with both private and public companies. Smart
Holdings, Inc.’s long-term focus is on creating lasting
relationships with its clients. It also provides strategic consulting
services and business plan development for start-up companies and has
the expertise to work with its clients through the public offering
process, with introductions to underwriters, broke dealers and market
makers, as well as post offering support services such as development
of road show and research materials.



As
indicated above the company was recently incorporated and is
presently in the development stage wherein it is in the process of
setting up operations and working to obtain clients. It has not yet
realized revenue.



Basis
of Presentation



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 and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.



Revenue
Recognition



Consulting
service revenue and the related labor costs and payroll are recorded
in the period in which services are performed.



Accounts
Receivable



Smart
Holdings Inc trade accounts receivable result from the sale of its
services, and consist of private and public companies. The Company
uses the allowance method to account for uncollectible accounts. Bad
debt expense for the twelve months ended December 31, 2008 was $0.



Concentration
of Credit Risk



Financial
instruments, which potentially expose Smart Holdings to
concentrations of credit risk consist principally of trade accounts
receivable and restricted securities that are paid as part of
consulting fees.



Smart
Holdings’ trade accounts receivable result from the sale of its
services to customers, and customers consist of public and private
companies. In order to minimize the risk of loss from these
companies, credit limits, ongoing credit evaluation of its customers,
and account monitoring procedures are utilized. Collateral is not
generally required. Management analyzes historical bad debt, customer
concentrations, customer credit-worthiness, current economic trends,
and changes in customer payment tendencies, when evaluating the
allowance for doubtful accounts. As of December 31, 2008, Smart
Holdings Inc. had no customers who accounted for 10% or more of gross
accounts receivable or 10% or more of the net sales.



The
Company is obligated to pay the salaries, wages, related benefit
costs, and expenses of consultants. Accordingly, the Company’s
ability to collect amounts due from customers could be affected by
economic fluctuations in its markets or these industries.



Financial
Instruments



Smart
Holdings estimates that the fair value of all financial instruments
at December 31, 2008 do not differ materially from the aggregate
carrying value of its financial instruments recorded in the
accompanying balance sheets.



Page
F-6













Table
of Contents



SMART
HOLDINGS, INC.

NOTES
TO FINANCIAL STATEMENTS



Note A
— Nature of Operations and Basis of Presentation (Continued)



Property
and Equipment



Property
and equipment are recorded at historical cost and include
expenditures, which substantially increase the useful lives of
existing property and equipment. Maintenance and repairs are charged
to operations when incurred.



Depreciation
of property and equipment is computed primarily using the
straight-line method based on estimated useful lives (furniture and
fixtures, 6 to 7 years, office equipment 5 to 7 years, and computers
and software, 3 to 5 years). Depreciation for income tax purposes is
computed principally using the straight line method and estimated
useful lives.



Advertising
Cost



Advertising
costs, except for costs associated with direct-response advertising,
are charged to operations when incurred. The costs of direct-response
advertising are capitalized and amortized over the period during
which future benefits are expected to be received. Smart Holdings
Inc. did not have direct-response advertising costs during the twelve
months ended December 31, 2008.



Stock-based
Employee Compensation



The
company adopted SFAS 123 (R) to account for its stock-based
compensation beginning January 1, 2006. Previously, the company
elected to account for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25. Accounting for Stock
Issued to Employees (“APB 25”). Financial Accounting
Standards Interpretation No. 44, Accounting for Certain Transactions
Involving Stock Compensation (“FIN 44”), and Statement of
Financial Accounting Standards No. 148. Accounting for Stock-Based
Compensation-Transition and Disclosure (SFAS 148”). The Company
did not grant any stock options during 2008 or 2007 which would
require a calculation as prescribed by SFAS 123 (R).



There are
no differences between historical and pro-forma stock based
compensation value.



Income
Taxes



Smart
Holdings records its federal and state income tax liability in
accordance with Statement of Financial Accounting Standards Statement
No. 109 “Accounting for Income Taxes”. Deferred taxes are
provided for differences between the basis of assets and liabilities
for financial statements and income tax purposes, using current tax
rates. Deferred tax assets represent the expected benefits from net
operating losses carried forward and general business credits that
are available to offset future income taxes.



Loss
Per Share



Net loss
per share is computed based upon the weighted average number of
outstanding shares of the Company’s common stock for each
period presented.



Recent
Accounting Pronouncements



In April
2003, the FASB issued SFAS No. 149, “Amendment of Statement 133
on Derivative Instruments and Hedging Activities”. The
statement amends and clarifies accounting and reporting for
derivative instruments, including certain derivative instruments
embedded in other contracts, and hedging activities. This statement
is designed to improve financial reporting such that contracts with
comparable characteristics are accounted for similarly. The statement
is generally effective for contracts entered into or modified after
June 30, 2003. The Company currently has no such financial
instruments outstanding or under consideration and does not expect
the adoption of this standard to effect the Company’s financial
position or results of operations.



In May
2003, the FASB issued SFAS No. 150, “Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and
Equity" . This statement establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement is
effective for financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of the
first interim period beginning after June 15, 2003. The Company
currently has no such financial instruments outstanding or under
consideration and therefore adoption of this standard currently has
no financial reporting implications.



Page
F-7











Table
of Contents



SMART
HOLDINGS, INC.

NOTES
TO FINANCIAL STATEMENTS



Note A
— Nature of Operations and Basis of Presentation (Continued)



In
December 2003, the FASB issued FASB Interpretation No. 46, “Amended
Consolidation of Variable Interest Entities” (“FIN No.
46”). This interpretation clarifies rules relating to
consolidation where entities are controlled by means other than a
majority voting interest and instances in which equity investors do
not bear the residual economic risks. This interpretation is
effective immediately for variable interest entities created after
January 31, 2003 and, for interim periods beginning after December
15, 2003, for interests acquired prior to February 1, 2003. The
Company does not currently have relationships with entities meeting
the criteria set forth in FIN No. 46 and is not required to include
any such entities in its financial statements pursuant to the
provisions of FIN No. 46.



Effective
as of December 31, 2004, the Company adopted the revised
interpretation of Financial Accounting Standards Board (FASB)
Interpretation No. 46 (FIN 46), “Consolidation of Variable
Interest Entities,” (FIN 46-R). FIN 46-R requires that certain
variable interest entities be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties.
The Company does not have any investments in entities it believes are
variable interest entities for which the Company is the primary
beneficiary.



In
December 2004, FASB issued SFAS No. 123 (revised 2004) “Stock
Based Payment” (SFAS No. 123R), a revision to Statement No.
123. Accounting for Stock-Based Compensation which supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees. The revised
SFAS 123 eliminates the alternative to use Opinion 25“s
intrinsic value method of accounting and, instead, requires entities
to recognize the cost of employee services received in exchange for
awards of equity instruments based on the grant-date fair value of
those awards. Furthermore, public entities are required to measure
liabilities incurred to employees in share-based payment transactions
at fair value as well as estimate the number of instruments for which
the requisite service is expected to be rendered. Any incremental
compensation cost for a modification of the terms or conditions of an
award is measured by comparing the fair values before and after the
modification. The company has determined that SFAS No. 123R has no
effect on it’s financial statements.



Note B
— Income Taxes



For income
tax purposes Smart Holdings had $942 of net operating losses in the
twelve months ended December 31, 2008 and $18502 of losses for the
twelve months ended December 31, 2007, which can be used to offset
future federal and state taxable income. No income tax benefit has
been recorded in the accompanying financial statements since the
recoverability of such assets is not reasonably assured through known
future revenue sources.



Note C
— Cash Flow Supplemental Information



Cash paid
for interest during the twelve months ended December 31, 2008
amounted to $0.



Note D
— Stockholders’ Equity



Issuance
of Common Stock



The
Company issued 2500 shares of common stock for cash during the twelve
months ended December 31, 2008.



Common
Stock Warrants



As of
December 31, 2008 there were no stock warrants issued or outstanding.



Note E
— Commitments and Contingencies



Operating
Leases



Smart
Holdings currently has no lease obligations.



Litigation



As of
December 31, 2008, Smart Holdings did not have any outstanding legal
issues outside of the ordinary course of business.



Note F
— Subsequent Events



There are
no subsequent events.



Page
F-8











Table
of Contents





Item 8.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures



None.



Item
8A. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



As of the
end of the year covered by this report, we carried out an evaluation
under the supervision and with the participation of our management,
including our Chief Executive Officer and Principal Accounting and
Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this
evaluation, as of December 31, 2008, the Chief Executive Officer and
Principal Accounting and Financial Officer concluded that our
disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in reports that we file or
submit under the Exchange Act, are recorded, processed, summarized
and reported within the time periods specified in the SEC’s
rules and forms and that such information is accumulated and
communicated to our management, including the Chief Executive Officer
and Principal Accounting and Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.



Changes
in Internal Controls over Financial Reporting



There have
been no changes made in our internal control over financial reporting
that materially affected, or is reasonably likely to materially
affect, the internal control over financial reporting, during the
period covered by this report.







PART
III







Item 9
Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the Exchange
Act



Additional
information required by this Item 9 concerning directors and
executive officers of the Company appears under the heading
“Executive Officers of the Registrant” in this report.



Presently,
Smart Holdings Inc., has a total of one officers and director. The
following table identifies, as of January 18, 2009, each executive
officer and director of the Company.

|               |  |     |  |                                                                           
|-------------- |  | --- |  | --------------------------------------------------------------------------
|Name           |  | Age |  | Position                                                                  
|Mark
			Seifer |  | 57  |  | Chief
			Executive Officer, Chief Financial Office, Chairman, and Director



Directors
serve until the next annual meeting and until their successors are
elected and qualified. Officers are appointed to serve for one year
until the meeting of the Board of Directors following the annual
meeting of stockholders and until their successors have been elected
and qualified.



Mark
Seifer: Mr. Seifer joined Smart Holdings Inc. at it’s
inception.



Page
- 16















Table
of Contents







Item
10. Executive Compensation



Executive
Compensation



The
following Summary Compensation Table sets forth certain information
regarding the compensation of our officers as of December 31, 2008.



Summary
Compensation Table

|                    |  |      |      |  |        |                        |   |       |                                  |  |                                  |              |  |              |              |  |       |  |   |  |  |  |   | 
|------------------- |  | ---- | ---- |  | ------ | ---------------------- | - | ----- | -------------------------------- |  | -------------------------------- | ------------ |  | ------------ | ------------ |  | ----- |  | - |  |  |  | - | 
|                    |  |      |      |  |        | Annual
			Compensation |   |       | Long
			Term Compensation Awards |  |                                  | All
			Other |  |              | Compensation | 
|                    |  | Year |      |  | Salary |                        |   | Bonus |                                  |  | Securities
			Underlying Options |              |  | Compensation |              |  | Total | 
|                    |  |      |      |  |        |                        |   |       |                                  |  |                                  |              |  |              |              |  |       |  |   |  |  |  |   | 
|Mark
			Seifer, CEO |  |      | 2007 |  |        |                        | — |       |                                  |  | —                                |              |  |              | —            |  |       |  | — |  |  |  | — | 
|                    |  |      | 2008 |  |        |                        | — |       |                                  |  | —                                |              |  |              | —            |  |       |  | — |  |  |  | — | 



Option
Grants During Last Fiscal Year



No
options, warrants or similar rights to purchase our Common Stock have
been granted to any officers or directors.



Employment
Agreements



There are
no employment agreements to date.



Compensation
of Directors



Our directors receive no compensation as members of our
board. Our directors are reimbursed for travel and out-of-pocket
expenses in connection with attendance at board meetings. The
following table summarizes compensation that our directors earned
during 2008 and 2007 for services as members of our Board of
Directors.

|               |  |      |      |  |            |            |   |         |         |   |              |              |  |       |   |  |  |   |   | 
|-------------- |  | ---- | ---- |  | ---------- | ---------- | - | ------- | ------- | - | ------------ | ------------ |  | ----- | - |  |  | - | - | 
|               |  |      |      |  |            | Fees       |   |         |         |   |              |              |  |       |   | 
|               |  |      |      |  |            | Earned     |   |         |         |   |              |              |  |       |   | 
|               |  |      |      |  |            | or
			Paid |   |         | Options |   |              | All
			Other |  |       |   | 
|               |  | Year |      |  | in
			Cash |            |   | Awarded |         |   | Compensation |              |  | Total |  
|Mark
			Seifer |  |      | 2007 |  |            | $          | — |         |         | $ | —            |              |  | $     | — |  |  | $ | — | 
|               |  |      | 2008 |  |            |            | — |         |         |   | —            |              |  |       | — |  |  |   | — | 



Page
- 17













Table
of Contents



Item 11. Security Ownership of Certain Beneficial
Owners and Management



As of
January 18, 2009, there were 8,602,500 shares of common stock, par
value $.0001 outstanding. The following table sets forth certain
information regarding the beneficial ownership of our common stock as
of January 18, 2009:



|• |  | all
			directors                                                                                                              
|- |  | ------------------------------------------------------------------------------------------------------------------------------
|  |  |                                                                                                                               
|• |  | each
			person who is known by us to be the beneficial owner of more than
			five percent (5%) of the outstanding common stock
|  |  |                                                                                                                               
|• |  | each
			executive officer named in the Summary Compensation Table                                                             
|  |  |                                                                                                                               
|• |  | all
			directors and executive officers as a group                                                                            



The number of shares beneficially owned by each director
or executive officer is determined under rules of the SEC, and the
information is not necessarily indicative of beneficial ownership for
any other purpose. Under the SEC rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting
power or investment power. In addition, beneficial ownership includes
any shares that the individual has the right to acquire within 60
days. Unless otherwise indicated, each person listed below has sole
investment and voting power (or shares such powers with his or her
spouse). In certain instances, the number of shares listed includes
(in addition to shares owned directly), shares held by the spouse or
children of the person, or by a trust or estate of which the person
is a trustee or an executor or in which the person may have a
beneficial interest.

|                  |                                                                                     |  |              |           |  |                     |  |      |  
|----------------- | ----------------------------------------------------------------------------------- |  | ------------ | --------- |  | ------------------- |  | ---- | -
|                  |                                                                                     |  | Amount
			of |           |  |                     | 
|                  | Name
			and Address of Beneficial                                                   |  | Beneficial   |           |  |                     | 
|Title
			of Class | Owner                                                                               |  | Ownership    |           |  | Percent
			of Class | 
|Common
			Stock   | Mark Seifer
			Smart Holdings Inc.
			647 Mill Pointe Drive
			Milford,
			MI 48381 |  |              | 7,000,000 |  |                     |  | 77.8 | %



Stock Option and Incentive Plans There are no
stock option or incentive plans.



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



None





Item
13. Exhibits

|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|No.  |  | Description                                                           
|3.1  |  | Articles
			of Incorporation (1)                                      
|3.2  |  | Bylaws
			of the Company (2)                                          
|4.1  |  | Specimen
			Stock Certificate (3)                                     
|31.1 |  | Certification
			of Chief Executive Officer pursuant to Rule 13a-14(a)
|32.1 |  | Certification
			pursuant to 18 U.S.C. Section 1350                   



|    |  |                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------
|(1) |  | incorporated
			by reference to Exhibit 3.1 of the Current report on Form SB-2/A,
			as filed with the SEC on February 21, 2007.
|    |  |                                                                                                                                 
|(2) |  | incorporated
			by reference to Exhibit 3.2 of the Current report on Form SB-2/A,
			as filed with the SEC on February 21, 2007.
|    |  |                                                                                                                                 
|(3) |  | incorporated
			by reference to Exhibit 4.1 of the Current report on Form SB-2/A,
			as filed with the SEC on February 21, 2007.



Page
- 18













Table
of Contents



Item
14. Principal Accountant Fees and Services



The following are the fees billed us by our auditors,
Robert L. White and Associates, Inc., for services rendered thereby
during 2006 and 2007:

|                        |  |      |       |  |      |   |       | 
|----------------------- |  | ---- | ----- |  | ---- | - | ----- | 
|                        |  | 2008 |       |  | 2007 |  
|Audit
			Fees           |  | $    | 1,500 |  |      | $ | 1,500 | 
|Audited
			Related Fees |  |      | —     |  |      |   | —     | 
|Tax
			Fees             |  |      | —     |  |      |   | —     | 
|                        |  |      |       |  |      |  
|Total
			Fees           |  | $    | 1,500 |  |      |   | 1,500 | 



Audit
Fees consist of the aggregate fees billed for professional
services rendered for the audit of our annual financial statements
and the reviews of the financial statements included in our Forms
10-QSB and for any other services that were normally provided in
connection with our statutory and regulatory filings or engagements.



Audit
Related Fees consist of the aggregate fees billed for
professional services rendered for assurance and related services
that were reasonably related to the performance of the audit or
review of our financial statements and were not otherwise included in
Audit Fees.



Tax
Fees consist of the aggregate fees billed for professional
services rendered for tax compliance, tax advice and tax planning.
Included in such Tax Fees were fees for preparation of our tax
returns and consultancy and advice on other tax planning matters.



Page
- 19













Table
of Contents



SIGNATURES



In
accordance with 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. Smart Holdings,
Inc., a Nevada Corporation

|                          |     |                                                |  | 
|------------------------- | --- | ---------------------------------------------- |  | 
|                          |     |                                               
|Dated
			January 18, 2009 | By: | Mark
			Seifer                                 | 
|                          |     | Mark
			Seifer, Chief Executive Officer, Chief | 
|                          |     | Financial
			Officer, and Directors            | 
|                         



In
accordance with 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 and on the dates indicated.

|                   |  |                                    |  |                    
|------------------ |  | ---------------------------------- |  | -------------------
|Signature          |  | Title                              |  | Date               
|/s/
			Mark Seifer |  |                                    |  | January
			18, 2009
|                   |  |                                    |  |                    
|Mark
			Seifer     |  | Chief
			Executive Officer, Chief  |  |                    
|                   |  | Financial
			Officer, and Director |  |                    



Page
- 20













Table
of Contents







Exhibit
Index

|     |  |                                                                                                                                 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------
|No.  |  | Description                                                                                                                     
|3.1  |  | Articles
			of Incorporation (1)                                                                                                
|3.2  |  | Bylaws
			of the Company (2)                                                                                                    
|4.1  |  | Specimen
			Stock Certificate (3)                                                                                               
|31.1 |  | Certification
			of Chief Executive Officer pursuant to Rule 13a-14(a)                                                          
|32.1 |  | Certification
			pursuant to 18 U.S.C. Section 1350                                                                             
|     |  |                                                                                                                                 
|(1)  |  | incorporated
			by reference to Exhibit 3.1 of the Current report on Form SB-2/A,
			as filed with the SEC on February 21, 2007.
|     |  |                                                                                                                                 
|(2)  |  | incorporated
			by reference to Exhibit 3.2 of the Current report on Form SB-2/A,
			as filed with the SEC on February 21, 2007.
|     |  |                                                                                                                                 
|(3)  |  | incorporated
			by reference to Exhibit 4.1 of the Current report on Form SB-2/A,
			as filed with the SEC on February 21, 2007.



Page
- 21















EXHIBIT
31.1



CERTIFICATION
BY THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF
THE SARBANES-OXLEY ACT OF 2002



I, Mark
Seifer, certify that:



|1. |  | I
			have reviewed this Annual Report on Form 10-K of Smart Holdings,
			Inc.;
|-- |  | ------------------------------------------------------------------------------



|2 |  | Based
			on my knowledge, this 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 this report;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based
			on my knowledge, the financial statements, and other financial
			information included in this report, fairly present in all
			material respects the financial condition, results of operations
			and cash flows of the small business issuer as of, and for, the
			periods presented in this report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The
			small business issuer’s other certifying officer(s) and I
			are responsible for establishing and maintaining disclosure
			controls and procedures (as defined in Exchange Act Rules
			13a-15(e) and 15d-15(e) and internal control over financial
			reporting (as defined in Exchange Act Rules 13a-15(f) and
			15d-15(f) for the small business issuer and have:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed
			such disclosure controls and procedures, or caused such disclosure
			controls and procedures to be designed under our supervision, to
			ensure that material information relating to the small business
			issuer, including its consolidated subsidiaries, is made known to
			us by others within those entities, particularly during the period
			in which this report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | c) |  | evaluated
			the effectiveness of the small business issuer’s disclosure
			controls and procedures and presented in this report our
			conclusions about the effectiveness of the disclosure controls and
			procedures, as of the end of the period covered by this report
			based on such evaluation; and
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) |  | disclosed
			in this report any change in the small business issuer’s
			internal control over financial reporting that occurred during the
			small business issuer’s most recent fiscal quarter (the
			small business issuer’s fourth fiscal quarter in the case of
			an annual report) that has materially affected, or is reasonably
			likely to materially affect, the small business issuer’s
			internal control over financial reporting; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The
			small business issuer’s other certifying officers and I have
			disclosed, based on our most recent evaluation of internal control
			over financial reporting, to the small business issuer’s
			auditors and the audit committee of the small business issuer’s
			board of directors (or persons performing the equivalent
			functions):
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all
			significant deficiencies and material weaknesses in the design or
			operation of internal control over financial reporting which are
			reasonably likely to adversely affect the small business issuer’s
			ability to record, process, summarize and report financial
			information and have identified for the small business issuer’s
			auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any
			fraud, whether or not material, that involves management or other
			employees who have a significant role in the small business
			issuer’s internal controls over financial reporting.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date:
January 18, 2009



By: /
s/ Mark Seifer

Mark
Seifer

President,
Secretary and Treasurer

(Principal
Executive Officer, Principal Financial Officer,

and
Principal Accounting Officer)









EXHIBIT
32.1



CERTIFICATION
BY THE CHIEF EXECUTIVE OFFICER 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 Annual Report on Form 10-K of Smart Holdings,
Inc. (the “Company”) for the year ended December 31,
2007 as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), the undersigned, Mark Seifer ,
CEO/CFO of the Company, hereby certifies, pursuant to 18 U.S.C.
Section 1350, that:



|(1) |  | The
			Report fully complies with the requirements of Section 13(a) or
			15(d) of the Securities Exchange Act of 1934; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------



|(2) |  | The
			information contained in the Report fairly presents, in all
			material respects, the financial condition and results of
			operations of the Company.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



Date:
January 18,  2009



By: /
s/ Mark Seifer

Mark
Seifer

President,
Secretary and Treasurer

(Principal
Executive Officer, Principal Financial Officer,

and
Principal Accounting Officer)