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Abstract
Under the terms of the agreement, the Company will issue 55,000,000 shares of its common stock to Clyvia Technology's sole shareholder, Clyvia Capital Holding GmbH ("Clyvia Capital") in exchange for a 100% ownership interest in Clyvia Technology. In addition, Brian Cheston, the Company's President, Chief Executive Officer, Secretary and Treasurer, and one of its principal stockholders, will transfer14,000,000 shares of the Company's common stock to Clyvia Capital at an aggregate sale price of $10,000. Closing of the acquisition is expected to take place on or before June 6, 2005.