SMVR
On June 15, 2011 we entered into a share exchange agreement with the shareholders of Metal Assets S.A. which provides in part for us to acquire all of the issued and outstanding common stock or other equity interests of Metal Assets S.A. to include Surovikino AV Steel Plant No.1, rights of use for all Patents and other assets as per the agreement. In addition, after further review of the financial condition of the Surovikino AV Steel Plant No.2, management determined that it would not be appropriate to move forward with this acquisition at this time due to its potential liabilities. Due to the elimination of these potential liabilities the agreement has subsequently been changed to reflect an increase in the number of shares to be issued to the shareholders of Metal Assets S.A. from 22 million shares of common stock to 72 million shares of common stock. (See definition of "Purchase Price").
Closing of the transaction will be subject to satisfaction of certain conditions precedent including but not limited to the delivery of audited financial statements in compliance with Generally Accepted Accounting Principles in accordance with the rules and regulations as promulgated by the Securities and Exchange Commission.
We will require additional debt and/or equity financing in order to close this transaction. There can be no assurance that we will be able to secure this financing on terms acceptable to the Company or, even assuming that we do secure the financing, that the Sellers will be able to comply with all conditions to closing.
For more detailed information on the transaction, you are urged to review the amended share exchange agreement which is attached hereto as Exhibit 10.1
Pending closing, the Company will concentrate its efforts on studying smart steel technology and develop a business model to further these activities
