8-K

UNITED STATES 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): January 14, 2008

METASWARM, INC.

(Exact name of registrant as specified in its charter)

Florida	000-52847	65-1081050
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	IRS Employer Identification Number)

530 S.  Lake Ave. #186, Pasadena, CA 91101

(Address of principal executive offices)

(626) 792-0153

 (Registrant's telephone number, including area code)

Copies to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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 (see General Instruction A.2. below):

[ ] 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))

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 14, 2008, MetaSwarm, Inc., f/k/a e-Auto Network, Inc., (the “Company”) entered into an amendment (the “Amendment”) to the agreement and plan of merger (the “Merger Agreement”) originally entered into on April 7, 2007 by and between the Company and MetaSwarm Holdings, Inc. (the “Subsidiary”).  The Company and the Subsidiary entered into the Amendment to correct certain information regarding the Company’s series A preferred shares (the “Preferred Shares”).  Specifically, the Amendment corrected the Merger Agreement to reflect the Company and the Subsidiary’s intention that an aggregate of 12,000 shares of preferred stock were to remain outstanding following the merger, and that such shares were intended to be amended to provide that each share of preferred stock was to be convertible into 375 shares of the Company’s common stock (or an aggregate of 9,000,000 shares of common stock).

 To effect the foregoing, on January 14, 2008, the Company filed an amendment to its Articles of Incorporation to reflect the intended changes to the Preferred Shares.

ITEM 5.03    AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS

See Item 1.01 above, which is incorporated herein by reference.

ITEM 9.01    Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not Applicable

(b) Pro Forma Financial Information

Not Applicable

(c) Exhibits

2.3        -	Amendment to Agreement and Plan of Merger
3.2        -	Articles of Amendment to Articles of Incorporation

SIGNATURES

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

	METASWARM, INC.
Dated: January 15, 2008	By:	/s/ Marvin Shannon
		Name: Marvin Shannon
		Title: Chief Executive Officer

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EX-2.3

Exhibit 2.3

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”) made and entered into as of the 14^th day of January, 2008, by MetaSwarm, Inc. (f/k/a E-Auto Network, Inc. or “EANW”), a Florida corporation, with principal executive offices located at 530 S. Lake Ave. #186, Pasadena, CA 91101 (the “Company”), and MetaSwarm Holdings, Inc., a Nevada corporation with principal executive offices located at 530 S. Lake Ave. #186, Pasadena, CA 91101 (the “Subsidiary”).

WHEREAS, the Company and the Subsidiary entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 7, 2007, a copy of which is annexed as an Exhibit hereto;

WHEREAS, prior to the closing of the Merger Agreement, EANW had an aggregate of 100,000 shares of preferred stock issued and outstanding of which an aggregate of 24,000 shares (the “Preferred Shares”) were intended by the parties to remain issued and outstanding following the closing of the Merger Agreement;

WHEREAS, the rights and preferences of the Preferred Shares were further intended to be amended to clarify that each such share was to be convertible into 375 shares of common stock of the EANW and entitled to 375 votes per share;

WHEREAS, the Company and the Subsidiary now desire to amend the Merger Agreement to correct certain information regarding the Preferred Shares.  Specifically the Merger Agreement is to be amended to correctly reflect among other things, that (i) the Preferred Shares, as contemplated to be amended, were intended to remain issued and outstanding, and (ii) the capitalization of the Company following the transaction was intended to reflect the foregoing information regarding the Preferred Shares;

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Merger Agreement is hereby amended as follows:

ARTICLE I

THE MERGER

1.1   Section 1.2 (c)(2) of the Merger Agreement is hereby amended in its entirety as follows:

(2) Following the Closing, 24,000 shares of preferred stock of EANW shall remain issued and outstanding.  All other remaining shares of preferred stock of EANW shall be cancelled at Closing.

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ARTICLE II

THE CLOSING

1.2   Section 2.3 of the Merger Agreement is hereby amended in its entirety as follows:

Following Closing there shall be a total of 93,381,508 common shares of EANW issued and outstanding and 24,000 shares of preferred stock issued and outstanding.  Upon closing the rights and preferences of the EANW preferred stock shall be amended to clarify that such shares shall be convertible into 375 shares of common stock.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF EANW

1.3   Section 3.1(h) is hereby amended in its entirety as follows:

(h)   Shareholders.  Schedule H.1 is a complete list of all persons or entities holding capital stock of EANW.  Except as provided on Schedule H.2, there are no outstanding rights to subscribe for, acquire, or receive shares of the capital stock of EANW (whether warrants, calls, options, conversion rights or otherwise);  Schedule H includes copies of all stock option plans whether qualified or nonqualified, and other similar agreements.

1.4   Section 3.1(y)  hereby amended in its entirety as follows:

(y)   Capitalization of EANW.  At the Effective Time, the authorized capital stock of EANW will consist of 100,000,000 shares of EANW Common Stock, $-0- par value, of which only 12,278,700 shares of EANW Common Stock will be issued and outstanding and 100,000 shares of EANW Preferred Stock, $-0- par value, of which 24,000 shares of EANW Preferred Stock will be issued and outstanding at the Effective Time, which shares were duly authorized, validly issued and fully paid and nonassessable, and were issued in accordance with the registration provisions of the Securities Act of 1933 (the “Securities Act”) and any relevant registration or qualification provisions of state securities laws or pursuant to valid exemptions therefrom.  There are no preemptive rights with respect to any of the EANW capital stock.  There is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of EANW.

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2.           (A)           This Amendment shall be construed and interpret­ed in accordance with the laws of the state of New York without giving effect to the conflict of laws rules thereof or the actual domiciles of the parties.

(B)           Except as amended hereby, the terms and provisions of the Merger Agreement shall remain in full force and effect, and the Merger Agreement is in all respects ratified and confirmed. On and after the date of this agreement, each reference in the Merger Agreement to the "Merger Agreement", "hereinaf­ter", "herein", "herein­after", "hereunder", "hereof", or words of like import shall mean and be a reference to the Merger Agreement as amended by this agreement.

(C)           This Amendment may be executed in one or more counter­parts, each of which shall be deemed an original and all of which taken together shall constitute a single Amendment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly caused this Amendment to be executed and delivered on the date first above written.

THE COMPANY:	THE SUBSIDIARY:
MetaSwarm, Inc	MetaSwarm Holdings, Inc.
/s/ Marvin Shannon	/s/ Marvin Shannon
Marvin Shannon	Marvin Shannon
Chief Executive Officer	Chief Executive Officer

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EX-3.3

Exhibit 3.3

Articles of Amendment

to

Articles of Incorporation

of

METASWARM, INC.

(Name of corporation as currently filed with the Florida Dept. of State)

P01000000876

(Document number of corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

NEW CORPORATE NAME (if chanEine):

(Must contain the word "corporation." "company, or "incorporated" or the abbreviation "Corp.," "Inc.," or "Co.")

(A professional corporation must contain the word "chartered", "professional association," or the abbreviation ''P.A.")

AMENDMENTS ADOPTED- (OTHER THAN NAME CHANGE) Indicate Article Numbers) and/or Article Title(s) being amended, added or deleted: (BE SPECIFIC)

Article IV

DESIGNATIONS OF SERIES A PREFERRED STOCK

2.  Redemption Provisions. Each share of Series A Preferred Stock shall be 

redeemable into 375 shares of common stock.

3.  Voting Provisions. Except as otherwise expressly provided or required by law, each 

share of Series A Preferred Stock shall be entitled to 375 votes per share. 

4. Right to Convert. At the option of the holder, each share of Series A Preferred

Stock shall be convertible into 375 fully paid and nonassessable shares of Common Stock.

(Attach additional pages if necessary)

If an amendment provides for exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: (if not applicable, indicate N/A)

(continued)

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The date of each amendment(s) adoption:December 27, 2008

Effective date if applicable:  December 28, 2007  

(no more than 90 days after amendment file date)

Adoption of Amend ment(s)           (CHECK ONE)

x	The amendments was/were approved by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.
o	The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled N vote separately on the arnendment(s):
	"The number of votes cast for the amendment(s) was/were sufficient for approval by ________________________________________________________"
	(voting group)
x	The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
o	The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signature:	/s/ Marvin Shannon
	(By a director, president or other officer - if directors or officers have not been selected, by an incorporator - if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
	Marvin Shannon
	(Typed or printed name of person signing)
	CEO
	(Title of person Signing)

FILING FEE: $35

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