Blue Water Ventures Intl Inc (OTC:BWVI)

On May 10, 2012, the Company entered into an asset sale agreement (the “Asset Sale Agreement”) with Liu Shi Neng (the “Buyer”), for the sale of certain assets in the Company (the “Asset Sale”). Pursuant to the Asset Sale Agreement, the Company will sell its entire interest in Eastern Concept Development Ltd. and its subsidiaries, Eastern Concept Corporate Consulting and Foshan Wanzhi Electron S&T Co., Ltd (collectively, “Eastern Concept Companies”). The Buyer will pay the purchase price by assuming all the Company’s liabilities as of the closing date of the Asset Sale. On the closing date of the Asset Sale, Buyer shall assume all Seller’s liabilities, other than liabilities relating to the Assets purchased from Blue Water.

On May 10, 2012 SmartPay Express, Inc. (the “company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Blue Waters Ventures of Key West, Inc., a Florida corporation (“Blue Water”). Pursuant to the Asset Purchase Agreement, the Company will purchase substantially all the assets of Blue Water, which consists of assets related to its treasure and artifact recovery business. The Company will pay the purchase price for the assets by issuing 18,136,500 shares of the Company’s common stock, par value $0.001 per share. The Asset Purchases Agreement is subject to certain contingencies as set forth in the Asset Purchase Agreement and described more fully in the Information Statement on Schedule 14-C filed with the Securities and Exchange Commission on May 10, 2012, as amended.

SmartPay Express, Inc. (the “Company” or “SmartPay”) was notified by the firm of Mazars CPA Limited ("Mazars") that Mazars was resigning as independent auditor for the Company effective January 10, 2012. Mazars’s audit report on the Company's financial statements for the fiscal years ended December 31, 2010, 2009 and 2008 did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to audit scope or accounting principles, except that the aforementioned report for the years ended December 31, 2010, 2009 and 2008 included was modified for an uncertainty relating to the Company's ability to continue as a going concern.

On November 23, 2011, Ping Tang resigned as the Chief Executive Officer and the President and Director of SmartPay Express, Inc. (the “Company” or “SmartPay”), Chunlin Zhange resigned as an Officer and Director of the Company and Xianxia Wang resigned as Chief Financial Officer and Vice President of the Company.