EXHIBIT 99.1
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William Tay
2000 Hamilton Street, #943
Philadelphia, PA 19130
March 28, 2011
To: Daedalus Ventures, Inc., a Delaware corporation (the "Company")
Re: Resignation as Officer and Director
Dear Sirs,
I hereby resign as a Director and as President, Chief Executive Officer,
Secretary and Treasurer of Daedalus Ventures, Inc., a Delaware corporation (the
"Company"), to be effective March 29, 2011.
I hereby waive and renounce any claim against the Company, including any claim
for accrued but unpaid wages, severance, compensation or benefits.
My resignation does not in any way imply or infer any dispute or disagreement
relating to the Company's operations, policies or practices.
I wish the Company much success in its future endeavors.
Sincerely,
/s/ William Tay
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William Tay
UNANIMOUS WRITTEN CONSENT
BY THE BOARD OF DIRECTORS OF
DAEDALUS VENTURES, INC.
A DELAWARE CORPORATION
IN LIEU OF A MEETING
Pursuant to the Delaware General Corporation Law, as amended, which
provides that any action required to be taken at a meeting of the board of
directors of a Delaware corporation may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the
directors, the undersigned, being all of the directors of DAEDALUS VENTURES,
INC., a Delaware corporation (the "Corporation"), do hereby waive any and all
notices that may be required to be given with respect to a meeting of the
directors of the Corporation and do hereby take, ratify, affirm, and approve
the following actions:
RESOLVED, that the number of board seats is hereby increased to two (2),
and ELEAZAR RIVERA is hereby appointed as Director of the Corporation to fill
the newly created board seat, to hold such office until the next annual meeting
of shareholders;
RESOLVED, that the resignation of WILLIAM TAY as President, Secretary,
Treasurer and Director of the Corporation is hereby accepted, and the number of
board seats is hereby decreased to one (1);
RESOLVED, that ELEAZAR RIVERA is hereby appointed as President, Chief
Executive Officer, Secretary and Treasurer of the Corporation;
RESOLVED, that the appropriate officers of the Corporation be, and they
hereby are, authorized and directed to take all such further actions and to
execute and deliver all such instruments and documents in the name and on
behalf of the Corporation, and under its corporate seal or otherwise, as in
their judgment shall be necessary, proper, or advisable in order to fully carry
out the intent and to accomplish the purposes of the foregoing resolutions.
The undersigned, being all of the directors of the Corporation, hereby
unanimously consent to, approve, and adopt the foregoing actions as of the 28th
of March, 2011, notwithstanding the actual date of the signing.
/s/ William Tay
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WILLIAM TAY
/s/ Eleazar Rivera
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ELEAZAR RIVERA
I, ELEAZAR RIVERA, hereby accept my appointment as Director, President, Chief
Executive Officer, Secretary and Treasurer of Daedalus Ventures, Inc., a
Delaware corporation, to be effective March 29, 2011.
/s/ Eleazar Rivera
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ELEAZAR RIVERA
Dated: March 28, 2011
I, William Tay, hereby resign as President, Chief Executive Officer, Secretary,
Treasurer and Director of Daedalus Ventures, Inc., a Delaware corporation, to
be effective on March 29, 2011.
I, William Tay, hereby waive and renounce any claim against said corporation,
including any claim for accrued but unpaid wages, severance, compensation or
benefits.
/s/ /s/ William Tay
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William Tay
Dated: March 29, 2011