Acquisition - Change of Control Announcement
22 July 2013 - 9:27PM
OTC Markets
To the shareholders of Smart Holding, Inc.:
We are pleased to announce that major changes have
taken place regarding Smart Holdings, Inc. (OTC Markets: symbol
SMHS), including a change of control and a material
acquisition:
In April, SMHS acquired 100% of Anadolu Ceviz Uretim
A.S., i.e. Anatolian Walnuts Production Company, a Turkish company
which has planted and is well growing 40,000 Chandler-type walnut
trees and its pollenizers in Turkey, and which intends to plant and
cultivate up to 65,000 more walnut trees and eventually sell the
walnuts produced by those trees, subject to raising the necessary
capital. The principal terms of the acquisition included the
following:
- SMHS issued 975,000,000 common shares to acquire
Anatolian Walnut Production Company (?AWPC?), bringing the total
number of issued and outstanding shares to 995,098,061.
- Ken Oxsalida, the previous sole officer and
director, resigned and appointed AWPC?s designees as the new Board
of Directors; the new Board the appointed SMHS?s new officers?see
below.
- The new Board and majority shareholders then
approved and filed with the State of Nevada two amendments to
SMHS?s Certificate of Incorporation: (a) they increased the
authorized common shares to 1,975,000,000, and (b) they increased
SMHS?s authority to conduct business; SMHS is now authorized to
engage in any lawful business, both within and outside the United
States.
- SMHS sold its unprofitable subsidiary Assurance
Group Direct (?AGD?) to Mr. Oxsalida, for $1 and his agreement to
indemnify SMHS against any liabilities of either SMHS or
AGD.
Beginning in 2008, AWPC acquired 332 acres of land in
Manisa Province, in southern Turkey and cleared the land. AWPC
currently has a well growing total of 40,000 Chandler-type walnut
trees and its pollenizers (believed to be the highest quality type
of walnuts). To date, the principal shareholders have invested more
than $6,000,000 in this project.
Like vineyards, walnut plantations take years before
the trees are ready to be harvested, and the walnuts can be sold.
AWPC?s first harvest is expected to take place in October, 2014.
AWPC also owns 50,000 walnut seedlings, which can be sold at any
time. Demand for walnuts in Turkey is high, because walnuts have
always been a part of Turkish culture, as a tasteful snack, as an
addition to desserts and other foods, and for their perceived
health benefits. There is an annual shortage of 20,000 tons of
walnuts every year in Turkey, and so management does not anticipate
any significant problems in selling either the walnuts when they
are harvested, or the seedlings. To help alleviate the annual
walnut shortage, AWPC also intends to raise capital to enable it to
acquire walnuts in the United States, for importation to Turkey and
resale there.
SMHS?s two Board of Directors now consists of two
persons, Mustafa Laz and Ismail Uslu, who are also its new
principal shareholders, each owning approximately 48.5 % of SMHS?s
995,098,061 outstanding common shares. Messrs. Laz and Uslu also
purchased all 20,000 outstanding SMHS preferred shares from Mr.
Oxsalida. Each preferred share has voting power equal to 10,000
common shares.
Mustafa Laz is a Turkish citizen, born in 1960; he
has a Bachelor?s degree in Business Administration. Mr. Laz has
significant experience in the Turkish private sector as a top level
manager, and in tax and financial issues. He has invested in AWPC
since 2007, and is responsible for leading the development and
execution of the Company?s long term strategy, with a view to
creating shareholder value.
Ismail Uslu is also a Turkish citizen, born in 1961;
he has a Bachelor?s degree in Business Administration. Mr. Uslu has
significant experience in the Turkish private sector as a top level
manager and in discovering new areas of investment. He is a
specialist in marketing, also is active in the areas of
agriculture, livestock, and greenhouse and energy generation, and
overseeing the development of new technologies and investments.
New management intends to keep providing
shareholders with financial information, and to keep shareholders
informed of developments. In addition, SMHS is endeavoring to raise
the capital to enable it to import walnuts to Turkey from
California and to plant and cultivate the additional 65,000 walnut
trees in Turkey, for which the Turkish government is contributing
the land at no cost to AWPC.
Information about AWPC is available at our
website www.awalnut.com
Infomation about SMHS is available at our website
www.smartholdingsinc.com
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