UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2010
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to________________
Commission file number 000-131224
SMART HOLDINGS, INC.*
[corporate name in Nevada is SStartrade Tech, Inc.*]
(Exact name of Company as specified in its charter)
Nevada | 20-5956047 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
c/o John B. Lowy, P.C. 645 Fifth Avenue, Suite 400 New York, NY 10022 (212) 371-7799* |
(Address and telephone number of principal executive offices) |
Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨*
Indicate by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files).*
Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.*
If an emerging growth company, indicate by checkmark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.*
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨
As of March 31, 2010, there were outstanding 8,602,500 shares of common stock, par value $0.0001, and no shares of preferred stock.
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*
See Explanatory Note – Page i
On July 7, 2010, Smart Holdings, Inc. (the "Company") filed a Form 15 with the Securities and Exchange Commission ("SEC"), terminating its reporting obligations with the Securities and Exchange Commission ("SEC"). On that date, the Company was delinquent in filing its Form 10-K Annual Report for the year ended December 31, 2009, and this Form 10-Q for the quarter ended March 31, 2010.
On August 3, 2017, the Company's new management (See "Subsequent Events" in Item 1 herein), changed the Company's corporate name in Nevada to SStartrade Tech, Inc., and authorized a 1-for-10 reverse split of its 995,098,061 issued and outstanding common shares as of that date. The Company then submitted its request to FINRA, to announce a new trading symbol and the reverse split.
However, FINRA has not announced the new symbol or the reverse split, because their initial reply to the Company's request stated that they will not announce either the new symbol or the reverse split, because the Company was delinquent in its SEC filings when it filed the Form 15. The Company's new management has disagreed with FINRA's initial reply, basically because the Company is not now and might never become a SEC-reporting issuer again, and therefore it should not have to file delinquent reports with the SEC. Moreover, FINRA announced a 1-for-90 reverse split for the Company in 2012, when it had not filed the same Form 10-K and Form-10-Q FINRA cited in its initial reply.
While the Company awaits a final decision from FINRA, the Company's management authorized the filing of the Form 10-K Annual Report for the year ended December 31, 2009, which Annual Report was filed with the SEC on October 16, 2017, and this Form 10-Q for the quarter ended March 31, 2010, which is being herewith, so that, retrospectively, the Company will be current in its SEC filings as of July 7, 2010, when it filed the Form 15 to terminate its SEC reporting obligations.
As of March 31, 2010, the Company had virtually no assets or liabilities, and was a "shell," as that term is defined in SEC Rule 12b-2 of the Securities Exchange Act. Accordingly, and pursuant to Section 1320.2 of the SEC Division of Corporate Finance's Financial Reporting Manual, the Company is filing this Form 10-Q Quarterly Report as an "Inactive Company." That Section permits an Inactive Company (defined as a company with gross receipts or expenditures less than $100,000, no transactions in its securities, and no material changes) to file its Form 10-K Annual Report without its financial statements being reviewed or audited.
Except: (a) as otherwise noted in this Quarterly Report, (b) for the Subsequent Events noted in Item 1, (c) as noted in the Subsequent Events footnote to the Financial Statements, and (d) because the Company is not a reporting issuer (and therefore the Certifications required by reporting issuers have not been included in this Report), this Form 10-Q Quarterly Report contains information that would have been filed by the Company on or before May 14, 2010, the date when this Report was due to be filed, and assumes that the Company would file as an Inactive Company at that time.
i
Forward Looking Statements. Certain of the statements included in this annual report on Form 10-Q, 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 2 IE of the Securities Exchange Act of I934, 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.", the "Company", 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. 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.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Balance Sheets at March 31, 2010 and December 31, 2009 UNAUDITED | 2 |
Statements of Income Three Months Ended March 31, 2010 and 2009 UNAUDITED | 3 |
Statement of Changes In Stockholders' Three Months Ended March 31, 2010 UNAUDITED | 4 |
Statement of Cash Flows Quarter Ended March 31, 2010 and 2009 UNAUDITED | 5 |
Notes to Financial Statements UNAUDITED | 6 |
1
SMART HOLDINGS, INC.
BALANCE SHEET
MARCH 31, 2010 AND DECEMBER 31, 2009
(UNAUDITED)
See accompanying notes to these financial statements
2
SMART HOLDINGS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(UNAUDITED)
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Revenue |
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| $ | — |
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| $ | — |
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Cost of revenue |
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| — |
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Gross profit |
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Operating expenses |
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| 605 |
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Operating income |
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| (605 | ) |
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Other income (expense) |
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Net income (loss) |
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| $ | — |
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| (605 | ) |
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Basic and diluted loss per share |
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| $ | (0.00 | ) |
| $ | (0.00 | ) |
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Weighted average number of common shares outstanding |
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| 8,602,500 |
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| 8,602,500 |
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See accompanying notes to these financial statements
3
SMART HOLDINGS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2010
(UNAUDITED)
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Balance, December 31, 2009 |
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| 8,602,500 |
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| $ | 8,603 |
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| 26,397 |
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| (37,708 | ) |
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Net Loss for the Three Months Ended March 31, 2010 |
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Balance, March 31, 2010 |
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| 8,602,500 |
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| $ | 8,603 |
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| $ | 26,397 |
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| $ | (37,708 | ) |
| $ | (2,708 | ) |
See accompanying notes to these financial statements
4
SMART HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(UNAUDITED)
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Cash Flows From Operating Activities |
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Net loss |
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| $ | (605 | ) |
Adjustments to reconcile net loss to net cash flows from operating activities: |
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Changes in operating assets and liabilities: |
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Total adjustments |
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Net cash flows from operating activities |
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Cash Flows From Investing Activities |
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Purchases of property and equipment |
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Net cash flows from investing activities |
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Net Change in Cash |
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| $ | (605 | ) |
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Cash, Beginning of the Period |
| $ | 794 |
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| $ | 1,558 |
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Cash, End of the Period |
| $ | 794 |
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| $ | 953 |
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See accompanying notes to these financial statements
5
SMART HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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
Reference is made to the Explanatory Note on page i of this Quarterly Report, and to the Subsequent Events footnote, below. The results for the three months ended March 31, 2010 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission on October 16, 2017.
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 three months ended March 31, 2010 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 March 31, 2010, Smart Holdings Inc. had no customers who accounted for 10% or more of gross accounts receivable or 10% or more of the net sales.
6
SMART HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note A — Nature of Operations and Basis of Presentation (Continued)
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 March 31, 2010 do not differ materially from the aggregate carrying value of its financial instruments recorded in the accompanying balance sheets.
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 three months ended March 31, 2010.
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 the periods ended March 31, 2010 or 2009 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.
7
SMART HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note A — Nature of Operations and Basis of Presentation (Continued)
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.
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 its financial statements.
Note B — Income Taxes
For income tax purposes Smart Holdings had $-0- of net operating losses in the three months ended March 31, 2010 and the three months ended March 31, 2009. 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 three months ended March 31, 2010 and 2009 amounted to $0.
8
SMART HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note D — Stockholders’ Equity
Issuance of Common Stock
The Company issued no shares of common stock during the three months ended March 31, 2010.
Common Stock Warrants
As of March 31, 2010, 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 March 31, 2010, Smart Holdings did not have any outstanding legal issues outside of the ordinary course of business.
Note F — Going Concern
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2010 and for the related periods presented.
Note G — Subsequent Events
Initially, the Company was engaged in the strategic consulting business. However, on January 5, 2010, the Company experienced a change of control, and became engaged in offering automotive extended service warranties.
The Company remained in that automotive extended service warranty business until April 8, 2013, when there was a change of control, and the Company acquired Anatolian Walnut Company (“AWPC”), a Turkish company which owns and operates walnut plantations in Turkey, controlled by Ismail Uslu and Mustafa Laz.
The Company continued its ownership of AWPC until June 30, 2017, when Messrs. Uslu and Laz resigned as officers and directors of the Company, appointed Bruno Horn as sole director, and sold all of their common shares and their 20,000 Preferred Shares to Bruno Horn (869,596,180 of the 995,098,061 common shares currently issued and outstanding (87.4%)) and Carla Horn, his wife (96,621,798 common shares (9.7%)), and all 20,000 of their Preferred Shares to Mr. Horn. The 20,000 Preferred Shares were then retired, and there are no Preferred Shares currently issued or outstanding.
Also on June 30, 2017, the Company signed a Reorganization Agreement with SStartrade SA, a Swiss corporation, pursuant to which the Company is to acquire 74% of SStartrade SA in exchange for 40,000,000 pre-reverse split common shares of the Company. At the same time, the Company sold AWPC back to Messrs. Uslu and Laz for $1. In connection with the change of control which took place on June 30, 2017, the Company filed an Amendment to its Articles of Incorporation, changing its corporate name to SStartrade Tech, Inc., and authorizing a 1-for-10 reverse split of its 995,098,061 currently issued and outstanding common shares. The acquisition of SStartrade SA has not yet been completed.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Our net loss for both the three months ended March 31, 2010 and March 31, 2009 was $-0-. We had no revenues and no costs of services or operating expenses for both periods. As we have had no revenue to date, there is no cost of services.
No provision for income taxes have been reflected or recorded on these financial statements.
Liquidity and Capital Resources
As reflected in the accompanying financial statements, the Company has a working capital deficit and stockholders’ deficit of $(2,708) as of March 31, 2010. The Company has incurred losses and has been dependent upon the financial support of stockholders, management and other related parties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See Explanatory Note – Page i
ITEM 4. CONTROLS AND PROCEDURES
See Explanatory Note – Page i
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims, which arise in the ordinary course of its business. Smart Holdings is not currently involved with any legal proceedings and is not aware of any threatened actions.
ITEM 1A. RISK FACTORS
See Explanatory Note – Page i
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of securities for the three months ended March 31, 2010.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
There were no defaults on senior securities for the three months ended March 31, 2010.
ITEM 4. MINE SAFETY DISCLOSURES
See Explanatory Note – Page i
ITEM 5. OTHER INFORMATION
There were no submissions of matters to a vote of shareholders in the three months ended March 31, 2010.
Reports of Form 8-K
Reports were filed on Form 8-K on January 11, 2010 and January 25, 2010, disclosing a change of control and the acquisition of Assurance Direct, Inc.
ITEM 6. EXHIBITS
Exhibits: None
See Explanatory Note – Page i
11
SIGNATURES
The Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SMART HOLDINGS, INC., | |
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Dated: October 19, 2010 | By: | /s/ Bruno Horn |
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| Bruno Horn, CEO and CFO |
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12