UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER: 000-54126
DAEDALUS VENTURES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
951-710-3075
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(Registrant's telephone number, including area code)
2000 Hamilton Street, #943, Philadelphia, PA 19130
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
[ ] Yes[ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 31, 2011: 31,390,000 shares of common stock.
TABLE OF CONTENTS
DAEDALUS VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I-FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Balance Sheets at March 31, 2011 and December 31, 2010
Statements of Operations for the Three Months ended March 31, 2011 and for the
period from August 12, 2010 (Inception) through March 31, 2011
Statement of Changes in Stockholders' Equity for the period August 12, 2011
(Inception) through March 31, 2011
Statements of Cash Flows for the Three Months ended March 31, 2011 and for the
period from August 12, 2010 (Inception) through March 31, 2011
Notes to Financial Statements as of March 31, 2011
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4 CONTROLS AND PROCEDURES.
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDING
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5 OTHER INFORMATION
ITEM 6 EXHIBITS
SIGNATURES
PART I-FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
DAEDALUS VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS AS OF MARCH 31, 2011, AND DECEMBER 31, 2010
As of As of
March December
31, 2011 31, 2010
(Unaudited) (Audited)
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ASSETS
Current Assets
Cash $ - $ -
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Total Current Assets - -
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TOTAL ASSETS $ $
============== ==============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ - $ -
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Total Current Liabilities - -
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TOTAL LIABILITIES - -
Stockholders' Equity (Deficit)
Preferred stock, ($.0001 par value, 20,000,000 - -
shares authorized; none issued and outstanding.)
Common stock ($.0001 par value, 500,000,000 3,139 3,139
shares authorized; 31,390,000 shares issued and
outstanding as of March 31, 2011)
Deficit accumulated during development stage (3,139) (3,139)
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Total Stockholders' Equity (Deficit) - -
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
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SEE NOTES TO FINANCIAL STATEMENTS
DAEDALUS VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
August 12,
For the 2010
3-Months (Inception)
Ended Through
March 31, March 31,
2011 2011
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Revenues $ - $ -
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Total Revenues - -
General & Administrative Expenses
Organization and related expenses $ - $ 3,139
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Total General & Administrative Expenses $ - $ 3,139
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Net Loss $ - $ (3,139)
=============== ===============
Basic loss per share $ - $ (0.00)
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Weighted average number of common shares outstanding 31,390,000 31,390,000
=============== ===============
SEE NOTES TO FINANCIAL STATEMENTS
DAEDALUS VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
Deficit
Accumulated
Common Common Additional During
Stock Stock Paid-in Development
Amount Capital Stage Total
---------- ---------- ---------- ----------- ----------
August 12, 2010 (inception)
Shares issued for services at $.0001
per share 31,390,000 $ 3,139 $ - $ - $ 3,139
Net loss for the year ended:
December 31, 2010 - - - (3,139) (3,139)
Net loss, March 31, 2011 - - - - -
------------------------------------ ---------- ---------- ---------- ----------- ----------
Balance, March 31, 2011 31,390,000 $ 3,139 $ - $ (3,139) $ --
========== ========== ========== =========== ==========
SEE NOTES TO FINANCIAL STATEMENTS
DAEDALUS VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
August 12,
For the 2010
3-Months (Inception)
Ended Through
March 31, March 31,
2011 2011
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ - $ (3,139)
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Net cash provided by (used in) operating activities - (3,139)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued to founder for services rendered - 3,139
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Net cash provided by (used in) financing activities - 3,139
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Net Increase (decrease) in cash - -
Cash at beginning of period - -
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Cash at end of period $ - $ -
=============== ===============
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for services rendered $ - $ 3,139
=============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ - $ -
=============== ===============
Income taxes paid $ - $ -
=============== ===============
SEE NOTES TO FINANCIAL STATEMENTS
DAEDALUS VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2011
(UNAUDITED)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Daedalus Ventures, Inc. (the "Company"), a development stage company, was
incorporated under the laws of the State of Delaware on August 12, 2010 and has
been inactive since inception. The Company intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
The Company is a development stage company as defined by ASC 915-10-05,
"Development Stage Entity". The Company is still devoting substantially all of
its efforts on establishing the business and its planned principal operations
have not commenced. All losses accumulated, since inception, have been
considered as part of the Company's development stage activities.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. Actual results could
differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes
in accordance with ASC 740-10, "Accounting for Income Taxes." Under this
method, income tax expense is recognized for the amount of: (i) taxes payable
or refundable for the current year; and, (ii) deferred tax consequences of
temporary differences resulting from matters that have been recognized in an
entity's financial statements or tax returns. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is provided to reduce
the deferred tax assets reported if, based on the weight of available positive
and negative evidence, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.
ASC 740-10 prescribes a recognition threshold and measurement attribute for the
financial statement recognition of a tax position taken or expected to be taken
on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position
taken or expected to be taken may be recognized only if it is "more likely than
not" that the position is sustainable upon examination, based on its technical
merits. The tax benefit of a qualifying position under ASC 740-10 would equal
the largest amount of tax benefit that is greater than 50% likely of being
realized upon ultimate settlement with a taxing authority having full knowledge
of all the relevant information. A liability (including interest and penalties,
if applicable) is established to the extent a current benefit has been
recognized on a tax return for matters that are considered contingent upon the
outcome of an uncertain tax position. Related interest and penalties, if any,
are included as components of income tax expense and income taxes payable.
Basic Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income, or loss, by
the weighted average number of shares of common stock outstanding for the
period. Diluted earnings (loss) per share is computed by dividing net income,
or loss, by the weighted average number of shares of both common and preferred
stock outstanding for the period
Stock-Based Compensation
The Company recognizes the services received or goods acquired in a share-based
payment transaction as services are received or when it obtains the goods as an
increase in equity or a liability, depending on whether the instruments granted
satisfy the equity or liability classification criteria [FAS-
123{reg-trade-mark}, par.5].
A share-based payment transaction with employees is measured base on the fair
value (or, in some cases, a calculated or intrinsic value) of the equity
instrument issued. If the fair value of goods or services received in a share-
based payment with non-employees is more reliably measurable than the fair
value of the equity instrument issued, the fair value of the goods or services
received shall be used to measure the transaction. Conversely, if the fair
value of the equity instruments issued in a share-based payment transaction
with non-employees is more reliably measurable than the fair value of the
consideration received, the transaction is measured at the fair value of the
equity instruments issued [FAS-123{reg-trade-mark}, par.7].
The cost of services received from employees in exchange for awards of share-
based compensation generally is measured at the fair value of the equity
instruments issued or at the fair value of the liabilities incurred. The fair
value of the liabilities incurred in share-based transactions with employees is
remeasured at the end of each reporting period until settlement [FAS-
123{reg-trade-mark}, par.10].
Share-based payments awarded to an employee of the reporting entity by a
related party or other holder of an economic interest in the entity as
compensation for services provided to the entity are share-based transactions
to be accounted for under FAS-123{reg-trade-mark} unless the transfer is
clearly for a purpose other than compensation for services to the reporting
entity. The substance of such a transaction is that the economic interest
holder makes a capital contribution to the reporting entity and that entity
makes a share-based payment to its employee in exchange for services rendered
[FAS-123{reg-trade-mark}, par.11].
Impact of New Accounting Standards
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be
satisfied in cash until a source of funding is secured. The Company will offer
noncash consideration and seek equity lines as a means of financing its
operations. If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to
cover any operating losses it may incur, it may substantially curtail or
terminate its operations or seek other business opportunities through strategic
alliances, acquisitions or other arrangements that may dilute the interests of
existing stockholders.
NOTE 4 - STOCKHOLDER'S EQUITY
Upon formation, the Board of Directors issued 31,390,000 shares of common stock
to the founding shareholder in exchange for incorporation fees of $89, annual
resident agent fees in the State of Delaware for $50, and developing the
Company's business concept and plan valued at $3,000 to a total sum of $3,139.
The stockholders' equity section of the Company contains the following classes
of capital stock as of March 31, 2011:
* Common stock, $ 0.0001 par value: 500,000,000 shares authorized;
31,390,000 shares issued and outstanding
* Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; but
not issued and outstanding.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
PLAN OF OPERATION
The Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-
assets exchange (the "business combination"). In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given that the
Company will be successful in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of businesses,
and it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination.
The issuance of additional securities and their potential sale into any trading
market which may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market develops, of
which there is no assurance.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets - an amendment of FASB Statement No. 140" (SFAS 166). SFAS 166
removes the concept of a qualifying special-purpose entity from SFAS 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," establishes a new "participating interest"
definition that must be met for transfers of portions of financial assets to be
eligible for sale accounting, clarifies and amends the derecognition criteria
for a transfer to be accounted for as a sale, and changes the amount that can
be recognized as a gain or loss on a transfer accounted for as a sale when
beneficial interests are received by the transferor. Enhanced disclosures are
also required to provide information about transfers of financial assets and a
transferor's continuing involvement with transferred financial assets. SFAS No.
166 is effective for interim and annual reporting periods ending after November
15, 2009. The Company does not believe that the implementation of this standard
will have a material impact on its condensed financial statements.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (revised
December 2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) to
require an enterprise to qualitatively assess the determination of the primary
beneficiary of a variable interest entity (VIE) based on whether the entity (1)
has the power to direct the activities of a VIE that most significantly impact
the entity's economic performance and (2) has the obligation to absorb losses
of the entity or the right to receive benefits from the entity that could
potentially be significant to the VIE. Also, SFAS 167 requires an ongoing
reconsideration of the primary beneficiary, and amends the events that trigger
a reassessment of whether an entity is a VIE. Enhanced disclosures are also
required to provide information about an enterprise's involvement in a VIE.
SFAS No. 167 is effective for interim and annual reporting periods ending after
November 15, 2009. The Company does not believe that the implementation of this
standard will have a material impact on its condensed
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information not required to be filed by Smaller reporting companies.
ITEM 4 CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer evaluated the
effectiveness of our disclosure controls and procedures as of March 31, 2011.
Based on that evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that our disclosure controls and procedures as of
the end of the period covered by this report were effective such that the
information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934 is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and
(ii) accumulated and communicated to the Principal Executive Officer and
Principal Financial Officer, as appropriate to allow timely decisions regarding
disclosure.
Changes in Internal Controls
There have been no significant changes to the Company's internal controls over
financial reporting that occurred during our last fiscal quarter ended March
31, 2011, that materially affected, or were reasonably likely to materially
affect, our internal controls over financial reporting.
PART II-OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5OTHER INFORMATION
None
ITEM 6 EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit Description
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31.1 Certification of the Company's Principal Executive and
Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, with respect to the registrant's
Report on Form 10-Q for the quarter ended March 31, 2011.*
32.1 Certification of the Company's Principal Executive and
Principal Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.*
* Filed Herewith
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
DAEDALUS VENTURES, INC.
(Registrant)
By: /s/ Eleazar Rivera
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Eleazar Rivera, President, CEO and
Principal Financial Officer
Dated: April 17, 2011