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): MARCH 29, 2011
DAEDALUS VENTURES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-54126 TO BE APPLIED
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
C/O ALPHA NETWORK ALLIANCE VENTURES INC.
11801 PIERCE ST., 2ND FLOOR
RIVERSIDE, CA 92505
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(Address of principal executive offices) (zip code)
TELEPHONE: (215) 405-8018
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(Registrant's telephone number, including area code)
2000 HAMILTON STREET, #943, PHILADELPHIA, PA 19130
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(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))
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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On March 28, 2011, William Tay (the "Seller"), the sole shareholder of
Daedalus Ventures, Inc. (the "Company) entered into a Stock Purchase Agreement
(the "Agreement") with Alpha Network Alliance Ventures Inc., a Delaware
corporation (the "Buyer"). Pursuant to the Agreement, on or before March 29,
2011 (the "Closing"), the Seller agreed to transfer to the Buyer, 31,390,000
shares of the Company's common stock, which represents all of the Company's
issued and outstanding shares, in consideration of $59,990 in cash, of which
$6,000 was paid by the Buyer. On March 29, 2011, the balance of $53,990 is to
be paid by the Buyer at the Closing.
The description of the material terms of the aforementioned Agreement
included in Items 5.01 and 5.02 of this Form 8-K is incorporated by reference
into this Item.
The Company will not receive any proceeds as a result of the Buyer's
acquisition of the shares from the Seller. The Company has provided certain
standard representations and warranties about the Company to the Buyer in the
Agreement, including without limitation, representations and warranties as
regards the Company's organization and capital structure, legal compliance and
accuracy of its books and records.
The sale transaction is expected to close on or before March 29, 2011.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On March 28, 2011, the board of directors of the Company appointed
Eleazar Rivera as its new Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer and director pursuant to a written consent of
directors, to be effective on March 29, 2011.
Also on March 28, 2011, William Tay tendered his resignation as the
Company's director, President, Secretary and Treasurer to be effective on March
29, 2011.
Eleazar Rivera shall serve as director of the Company until the next
annual meeting of stockholders or until his prior death, resignation or
removal.
Eleazar Rivera serves as Chief Executive Officer, Chief Financial
Officer, Secretary and Treasurer at the pleasure of the board of directors.
Eleazar Rivera is currently the President and CEO of Alpha Network
Alliance Ventures Inc., a Delaware corporation. Alpha Network Alliance Ventures
is a marketing company for a multi level network marketing company in the
industry. Alliance Network Alliance Ventures' interest is to distribute
essential products and services to the masses. Prior to that, Eleazar Rivera
worked in Singapore for an international offshore bank and for an advertising
magazine before starting a money remittance business there.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10.1 Stock Purchase Agreement between William Tay and Alpha Network
Alliance Ventures Inc., dated March 28, 2011
99.1 Resignation Letter by William Tay and Board Resolutions
SIGNATURE
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.
Dated: March 28, 2011 DAEDALUS VENTURES, INC.
By: /s/ William Tay
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William Tay
Chief Executive Officer, Chief Financial Officer,
Secretary and a director