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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR FISCAL YEAR ENDED DECEMBER 31, 2007.
 000-131224  Commission File Number
 SMART HOLDINGS, INC.
  Nevada
    
    20-5956047(State or other jurisdiction of incorporation)
    
    (IRS Employer Identification No.)
 
   þ o
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SMART HOLDINGS, INC.
FORM 10-KSB REPORT INDEX
  
 Title
    
    Page No.Part IItem 1. Description of Business
    
    
    3Item 2. Description of Property
    
    
    4Item 3. Legal Proceedings
    
    
    4Item 4. Submission of Matters to a Vote of Securities Holders
    
    
    4Part II.Item 5. Market for Common Equity and Related Stockholder Matters
    
    
    5Item 6. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    5Item 7. Financial Statements
    
    
    7Item 8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures
    
    
    16Item 8A. Controls and Procedures
    
    
    16Part III.Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate
Governance; Compliance with Section 16(a) of the Exchange Act
    
    
    16Item 10. Executive Compensation
    
    
    17Item 11. Security Ownership of Certain Beneficial Owners and Management
    
    
    18Item 12. Certain Relationships and Related Transactions, and Director Independence
    
    
    18Item 13. Exhibits
    
    
    18Item 14. Principal Accountant Fees and Services
    
    
    19Signatures
    
    
    20Index to Exhibits
    
    
    21Exhibit 31.1Exhibit 32.1
   Page -2




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PART I
 Forward Looking Statements . Certain of the statements included in this annual report on
Form 10-KSB, 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
     Page -3




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Item 2. Description of Property
   
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Securities Holders
   Page -4




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PART II
 
 Item 5. Market for Common Equity and Related Stockholder Matters.
  
 Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statement Regarding Forward-looking Information
     Page -5




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Results of Operations
        Liquidity and Capital Resources
     Page -6




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Item 7. Financial Statements
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Balance Sheet at December 31, 2006
    
    
    F-2Statement of Income Years Ended December 31, 2006 and 2005
    
    
    F-3Statement of Stockholders Equity Years Ended December 31, 2006 and
2005
    
    
    F-4Statement of Cash Flows Years Ended December 31, 2006 and 2005
    
    
    F-5Notes to financial Statements
    
    
    F-6
  Page -7




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Report of Independent Registered Public Accounting Firm
 
    /s/ Robert L. White & Associates, Inc.
  Page F-1




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SMART HOLDINGS, INC.
 
 BALANCE SHEET
 December 31, 2007 AND 2006
 2007
    
    
    2006ASSETSCurrent Assets:Cash
    
    $
    
    
    
    $
    5,000Accounts receivable
    
    
    
    
    
    
    Other current assets
    
    
    
    
    
    
    10,000Total current assets
    
    
    
    
    
    
    15,000Fixed assets, net
    
    
    
    
    
    
    Total Assets
    
    $
    
    
    
    $
    15,000LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Accounts payable
    
    
    3,502
    
    
    
    Total current liabilities
    
    
    3,502
    
    
    
    Stockholders Deficit:Common stock, $.0001 par value, 100,000,000 shares
authorized, issued and outstanding: December 31,
2007 - 9,000,000 shares; December 31, 2006 -
9,000,000 shares.
    
    
    9,000
    
    
    
    9,000Paid-in capital
    
    
    23,500
    
    
    
    23,500Accumulated deficit
    
    
    (36,002
    )
    
    
    (17,500
    )Total stockholders equity (deficit)
    
    
    (3,502
    )
    
    
    15,000Total Liabilities and Stockholders Deficit
    
    $
    0
    
    
    $
    15,000
   Page F-2




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SMART HOLDINGS, INC.
 
 STATEMENTS OF OPERATION
 FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31,
 2007 AND 2006
 Three Months Ended
    
    
    Twelve Months EndedDecember 30,
    
    
    December 30,(unauditied)2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Cost of revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating expenses
    
    
    3,502-
    
    
    
    
    
    
    
    18,502
    
    
    
    Operating income
    
    
    
    
    
    
    
    
    
    
    (18,502
    )
    
    
    Other income (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    (3,502
    )-
    
    $
    
    
    
    $
    (18,502
    )
    
    
    Basic and diluted
loss per share
    
    $
    (0.00
    )
    
    $
    0.00
    
    
    $
    (0.00
    )
    
    $
    (0.00
    )Weighted average
number of common
shares outstanding
    
    
    9,000,000
    
    
    
    9,000,000
    
    
    
    9,000,000
    
    
    
    9,000,000
   Page F-3




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Smart Holdings, Inc.
 
 Statement of Changes in Stockholders Equity
For the Years Ended December 31, 2007 and 2006
 Common Stock
    
    
    Paid-in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance, December 31, 2006
    
    
    9,000,000-
    
    
    $
    9,000-
    
    
    $
    23,500-
    
    
    $
    17,500-
    
    
    $
    15,000-Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,502-
    
    
    
    18,502-Balance, December 31, 2007
    
    
    9,000,000-
    
    
    $
    9,000-
    
    
    $
    23,500-
    
    
    $
    36,002-
    
    
    $
    (3,502)-
   Page F-4




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SMART HOLDINGS, INC.
 
 STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
 2007
    
    
    2006Cash Flows From Operating ActivitiesNet loss
    
    $
    (18,502
    )
    
    $
    -0-Adjustments to reconcile net loss to net
cash flows from operating activities:Depreciation
    
    
    -0-
    
    
    
    -0-Changes in operating assets and liabilities:Accounts receivable
    
    
    -0-
    
    
    
    -0-Other current assets
    
    
    10,000
    
    
    
    -0-Accounts payable
    
    
    3,502
    
    
    
    -0-Accrued liabilities
    
    
    -0-
    
    
    
    -0-Total adjustments
    
    
    13,502
    
    
    
    -0-Net cash flows from operating activities
    
    
    -5,000
    
    
    
    -0-Cash Flows From Investing ActivitiesPurchases of property and equipment
    
    
    -0-
    
    
    
    -0-Net cash flows from investing activities
    
    
    -0-
    
    
    
    -0-Cash Flows From Financing ActivitiesProceeds from sale of common stock
    
    
    -0-
    
    
    
    -0-Net cash provided by financing activities
    
    
    -0-
    
    
    
    -0-Net Change in Cash
    
    $
    (5,000
    )
    
    
    -0-Cash, Beginning of the Period
    
    $
    5,000
    
    
    $
    5,000Cash, End of the Period
    
    $
    -0-
    
    
    $
    5,000
   Page F-5




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SMART HOLDINGS, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 Note A  Nature of Operations and Basis of Presentation
 Nature of Operations
   Basis of Presentation
 Use of Estimates
  Revenue Recognition
  Accounts Receivable
  Concentration of Credit Risk
    Financial Instruments
   Page F-6




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SMART HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
 Note A  Nature of Operations and Basis of Presentation (Continued)
 Property and Equipment
   Advertising Cost
  Stock-based Employee Compensation
   Income Taxes
  Loss Per Share
  Recent Accounting Pronouncements
  .
  Page F-7




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SMART HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
 Note A  Nature of Operations and Basis of Presentation (Continued)
    Note B  Income Taxes
  Note C  Cash Flow Supplemental Information
  Note D  Stockholders Equity
 Issuance of Common Stock
  Common Stock Warrants
  Note E  Commitments and Contingencies
 Operating Leases
  Litigation
  Note F  Subsequent Events
   Page F-8




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Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
  
 Item 8A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls over Financial Reporting
  
 PART III
 
 Item 9 Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act
   Name
    
    Age
    
    PositionMark Seifer
    
    57
    
    Chief Executive Officer, Chief Financial Office, Chairman,  and Director
  Mark Seifer: Mr. Seifer joined Smart Holdings Inc.at its inception.
  Page - 16




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Item 10. Executive Compensation
 Executive Compensation
  Summary Compensation Table
 Annual Compensation
    
    
    Long Term Compensation Awards
    
    
    All Other
    
    
    CompensationYear
    
    
    Salary
    
    
    Bonus
    
    
    Securities Underlying Options
    
    
    Compensation
    
    
    TotalMark Seifer, CEO
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Option Grants During Last Fiscal Year
  Employment Agreements
  Compensation of Directors
  FeesEarnedor Paid
    
    
    Options
    
    
    All OtherYear
    
    
    in Cash
    
    
    Awarded
    
    
    Compensation
    
    
    TotalMark Seifer
    
    
    2006
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Page - 17




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Item 11. Security Ownership of Certain Beneficial Owners and Management
  
    
    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
  Amount ofName and Address of Beneficial
    
    BeneficialTitle of Class
    
    Owner
    
    Ownership
    
    
    Percent of ClassCommon Stock
    
    Mark Seifer
Smart Holdings Inc.
647 Mill Pointe Drive
Milford, MI 48381
    
    
    7,000,000
    
    
    
    77.8
    %
 Stock Option and Incentive Plans
 
 Item 12. Certain Relationships and Related Transactions, and Director Independence
 None
 
 Item 13. Exhibits
 No.
    
    Description3.1
    
    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




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Item 14. Principal Accountant Fees and Services
  2007
    
    
    2006Audit Fees
    
    $
    1,500
    
    
    $
    3,000-Audited Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    Total Fees
    
    $
    1,500
    
    
    
    
 Audit Fees
 Audit Related Fees
 Tax Fees
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SIGNATURES
  Dated January 18, 2007
    By:
    Mark SeiferMark Seifer, Chief Executive Officer, ChiefFinancial Officer, and Directors  Signature
    
    Title
    
    Date/s/ Mark Seifer
    
    
    
    January 18, 2007Mark Seifer
    
    Chief Executive Officer, ChiefFinancial Officer, and Director
  Page - 20




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Exhibit Index
 No.
    
    Description3.1
    
    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