SMVR Smart Ventures Inc (CE)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    December 9, 2011

Smart Ventures Inc.

 (Exact name of registrant as specified in its charter)

______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

£   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

£   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD LOOKING STATEMENTS

This current report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operation or future financial performance, including, but not limited to, the following: statements relating to our ability to raise sufficient capital to finance our planned operations for the next 12 months.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” in this current report, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our”, the “Company” and “Smart” refer to Smart Ventures, Inc. and its subsidiaries.

Section 1 - Registrant’s Business and Operations

Item 1.02  Termination of a Material Definitive Agreement.  

On June 15, 2011 we entered into a share exchange agreement with the shareholders of Metal Assets S.A. which provided  in part for us to acquire all of the issued and outstanding common stock or other equity interests of Metal Assets S.A (the “Agreement”).   The Agreement was subsequently amended on June 20, 2011.  

Since execution  of the Agreement,  the Company’s principals and professional advisors have been conducting further due diligence and requested delivery of necessary books and records necessary to confirm that there has been no material change in the Company’s operations or financial condition.  To date, this information has not been provided.  Moreover, a condition precedent to Closing is the delivery of audited financial statements.  Metal Assets has not been able to comply with this requirement and as a result the transaction has been terminated.

With the termination of the agreement,  neither party has any liability to the other with respect to any “break up” fee or any other cost or expense.  Each party shall remain liable for their own costs and expenses incurred in connection with this transaction.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.  

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.