8-K

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 30, 2008

LATIN AMERICA VENTURES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-53132	26-1516355
(Commission File Number)	(IRS Employer Identification No.)

5521 Riviera Drive
Coral Gables, Florida	33146
(Address of Principal Executive Offices)	(Zip Code)

(305) 799-9094

(Registrant’s Telephone Number, Including Zip Code)

_____SMSA EL PASO 1 ACQUISITION CORP.____

(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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03     Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year     

Reference is made to the disclosure set forth under Item 8.01 of this report with regard to the change in the name of the Registrant that was effected in connection with a parent-subsidiary merger. A copy of the Articles of Merger and Plan of Merger is included as an exhibit to this report.

Item 8.01     Other Events

Effective December 30, 2008, SMSA El Paso 1 Acquisition Corp. (the “Registrant” or “Parent”) entered into an agreement and plan of merger with its wholly-owned subsidiary, Latin America Ventures, Inc. (the “Subsidiary”) pursuant to which the Subsidiary was merged with and into the Parent and the Parent continued as the surviving corporation. In connection with the merger, the name of the Parent was changed to Latin America Ventures, Inc. The parent-subsidiary merger and name change were effected pursuant to the Articles of Merger and Plan of Merger that were filed with the Nevada Secretary of State and became effective on December 30, 2008. A copy of the Articles of Merger and Plan of Merger is included as an exhibit to this report. 

As a result of the change in the name of the Registrant, the Registrant has made application to change the stock symbol for the Registrant's common stock as quoted on the OTC Bulletin Board.

Item 9.      Financial Statements and Exhibits

(d) The following documents are included as exhibits to this report:

Exhibit	SEC Ref.
No.	No.	Title of Document	Location
3.1	3	Articles of Merger and	This Filing
		Plan of Merger Effective
		December 30, 2008

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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.

	Latin America Ventures, Inc.
	A Nevada Corporation
Date: January 5, 2009	By:   /s/ Pierre Galoppi
	Pierre Galoppi
	President

 
                                   

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EX-3.1

EXHIBIT 3.1

Exhibit A

PLAN OF MERGER

     This Plan of Merger, dated as of December 15, 2008, is made pursuant to authority granted by the board of directors of SMSA El Paso 1 Acquisition Corp., a Nevada corporation (“Parent”), in order to merge Latin America Ventures, Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Subsidiary”), with and into Parent. Parent is sometimes hereinafter referred to as the “Surviving Corporation,” and Parent and Subsidiary are sometimes hereinafter collectively referred to as the “Constituent Corporations.”
 

     WITNESSETH

     WHEREAS, Parent is a corporation duly organized and existing under the laws of the state of Nevada; and 

     WHEREAS, Subsidiary is a wholly-owned subsidiary corporation of Parent and is duly organized and existing under the laws of the state of Nevada; and 

     WHEREAS, the Board of Directors of Parent has determined that it is advisable and in the best interest of Parent and Subsidiary that Subsidiary be merged with and into Parent on the terms and conditions hereinafter set forth;

     NOW THEREFORE, in accordance with the applicable statutes of the State of Nevada, Subsidiary shall, on the effective date of the merger as defined herein (the “Effective Date”), be merged with and into Parent, which shall be the surviving corporation, and the terms and conditions of such merger and the mode of carrying it into effect shall be as follows:

     Article I
     Merger

     On the Effective Date, pursuant to and in accordance with Section 92A.250 of the Nevada Revised Statutes: Subsidiary shall be merged with and into Parent, the separate existence of Subsidiary shall cease and Parent shall continue in existence as the Surviving Corporation; the title to all real estate and other property owned by Subsidiary shall be vested in the Surviving Corporation without reversion or impairment; the Surviving Corporation shall have all of the liabilities of each of the Constituent Corporations; and any proceeding pending against either of such Constituent Corporations may be continued as if the merger had not occurred or the Surviving Corporation may be substituted in the proceeding for Subsidiary.

     If at any time Parent shall consider or be advised that any further assignments, conveyances or assurances in law are necessary or desirable to carry out the provisions hereof, the proper officers and directors of Subsidiary, as of the Effective Date, shall execute and deliver any and all proper deeds, assignments and assurances in law, and do all things necessary or proper to carry out the provisions hereof.

Article II

Name of Surviving Corporation

       On the Effective Date, the articles of incorporation of Parent shall be amended hereby to change the name of Parent to “Latin America Ventures, Inc.,” the name of Subsidiary.

Article III

Cancellation of Capital Stock of Subsidiary

         On the Effective Date, each share of the common stock of Subsidiary outstanding immediately prior to the merger, and all shares of treasury stock of Subsidiary and all rights in respect thereof, shall forthwith cease to exist and shall be cancelled, and the authorized capital stock of Parent immediately prior to the merger shall continue to be outstanding and shall not be changed, but shall remain the same as immediately before the merger.

     Article IV
     Articles of Incorporation and Bylaws

     From and after the Effective Date and until thereafter amended as provided by law, the Articles of Incorporation and the Bylaws of Parent shall be the Articles of Incorporation and the Bylaws of the Surviving Corporation unless and until the same shall be amended or repealed in accordance with the provisions thereof, except that the name of Parent shall be changed to “Latin America Ventures, Inc.,” the name of Subsidiary as provided in Article II above.

Article V

Officers and Directors

       On the Effective Date, the officers and directors of Parent shall be the same as before the merger and such persons shall continue as the officers and directors of the Surviving Corporation.

     Article V
      Approval of Merger

     This Plan of Merger has been duly adopted and approved by the Board of Directors of Parent in accordance with Section 92A-180 of the Nevada Revised Statutes.

     Article VI
     Effective Date of the Merger

     The merger shall be effective on December 30, 2008 (the “Effective Date”).     

     IN WITNESS WHEREOF, Parent has caused this Plan of Merger to be executed by its duly authorized officer as of the date first written above.

	Parent:	SMSA El Paso 1 Acquisition Corp.
		A Nevada corporation
		By /s/ Pierre Galoppi
		Pierre Galoppi, President
Acknowledged and agreed to as of the 15th day of December 2008.
	Subsidiary:	Latin America Ventures, Inc.
		A Nevada corporation
		By /s/ Pierre Galoppi
		Pierre Galoppi, President

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