DAEDALUS VENTURES, INC.
KALLISTO VENTURES, INC.
NEPTUNUS VENTURES, INC.
2000 HAMILTON STREET, #943
PHILADELPHIA, PA 19130
TEL/FAX: (215) 405-8018
November 3, 2010
VIA EDGAR TRANSMISSION
Attention: Jerard T. Gibson, Attorney-Advisor
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Daedalus Ventures, Inc.
Registration Statement on Form 10
Filed September 23, 2010
File No.: 000-54126
Kallisto Ventures, Inc.
Registration Statement on Form 10
Filed September 23, 2010
File No.: 000-54127
Neptunus Ventures, Inc.
Registration Statement on Form 10
Filed September 23, 2010
File No.: 000-54128
Dear Mr. Kluck:
This letter is in response to the comments contained in the Staff's letter to
Daedalus Ventures, Inc., Kallisto Ventures, Inc. and Neptunus Ventures, Inc.
(collectively the "Company"), concerning Form 10-12(g) (the "Original
Registration Statement"), and dated October 20, 2010 (the "Comment Letter"). We
have filed an amendment to the Original Registration Statement ("Amendment No.
1") concurrent with this letter incorporating and/or responding to the
requested changes.
The comments from the Comment Letter are repeated below and, for convenience of
reference, the number beside each of the following comments corresponds to the
paragraph numbering indicated in the Comment Letter. Please note that we have
not changed the page numbers in the headings or comments from the Comment
Letter, but the page numbers referred to in our responses below refer to the
enclosed Amendment No. 1.
On behalf of the Company, the following are our responses to the Staff's
comments:
General
1. Please note that the Form 10 goes effective by lapse of time 60 days
after the date filed pursuant to Section 12(g)(1) of the Exchange Act.
Please be aware that you will be subject to the reporting requirements
under Section 13(a) of the Exchange Act at such time, and that we will
continue to review your filing on Form 10 until all of our comments have
been addressed.
RESPONSE: Noted.
Item 1. Business
(b) Business of Issuer, page 1
2. You indicate in the risk factor at the top of page 5 that there exists
significant competition that could affect your ability to consummate a
successful business transaction. With a view towards balancing
disclosure, please discuss the reasons why a target company would enter
into a business combination with the registrant. We note that the
registrant has one shareholder. Please revise accordingly.
RESPONSE: The Company has disclosed (in page 2 of the 3rd paragraph) the
reasons why a private operating company would consider a business combination
with the Company in order to become public.
3. We note your disclosure in the Directors and Executive Officers section
regarding currently pending "blank check" companies established by Mr.
Tay. Please supplement your current disclosure in this section to
clarify if Mr. Tay has any specific experience involving business
combinations with blank check/shell companies.
RESPONSE: The Company has disclosed (in page 3 of the 4th paragraph) that Mr.
Tay is not a professional business analyst and in all likelihood will not be
experienced in matters relating to the target business opportunity. The Company
further disclosed that Mr. Tay's inexperience and the fact that the analysis
and evaluation of a potential business combination is to be taken under his
supervision may adversely impact the Company's ability to identify and
consummate a successful business combination. The Company has added a new risk
factor, in page 5 of the last paragraph, to disclose this as well.
4. We note that you have no employees and that Mr. Tay is solely
responsible for both generating and evaluating potential business
combination leads. Please revise to explain, if true, that Mr. Tay will
provide all funds necessary to implement your business plan. Please also
revise to clarify whether you have any funding alternatives in the event
that Mr. Tay cannot provide additional funding. For instance, you note
in the risk factors section that you have conducted no market research
to evaluate any potential business opportunities. Explain more
specifically how Mr. Tay plans to identify merger acquisition targets.
Please note that any known terms for such funding should be disclosed.
RESPONSE: The Company has disclosed (in page 2 of the last paragraph) that Mr.
Tay has orally promised to provide the Company with additional funding in order
to implement its business plan, and that it has no funding alternatives to
date. In addition, the Company also disclosed (in page 3 of the 3rd paragraph)
how it plans to search for merger acquisition targets.
5. We note your risk factor disclosure and your disclosure elsewhere of Mr.
Tay's engagement in outside business activities. Please add disclosure
regarding any specific conflicts of interest involving your sole
officer. Please also disclose the nature of any of his business
activities that possess similar investment objectives to you. For
example, please discuss how Mr. Tay will identify a target for this
registrant in relation to the other similar blank check/shell companies
where he is an officer, director or shareholder. Please discuss any
related conflicts of interest and how such conflicts will be resolved.
RESPONSE: The Company has disclosed (in page 4 of the third paragraph)
conflicts of interest involving the Company's sole officer with other blank
check companies, and how the sole officer will identify a target for the
Company in relation to the other similar blank check companies where he is an
officer, director or shareholder. The Company has also added a new risk factor,
entitled "There may be a conflict of interest between us and other blank check
shell companies owned and managed by our sole officer and director" (in page 6
of the second paragraph), to discuss this and how such conflicts will be
resolved.
Form of Acquisition, page 3
6. Please revise in this section and elsewhere in your filing to provide an
estimate of how much time you believe that Mr. Tay will devote to your
business.
RESPONSE: The Company has disclosed in this section (in page 5 of the 2nd
paragraph) and elsewhere, that Mr. Tay will devote approximately five (5) hours
per week to the Company's business until the acquisition of a successful
business opportunity has been identified.
Item 1A. Risk Factors, page 4.
7. Please add a risk factor to disclose that there is substantial doubt
about your ability to continue as a going concern. In this risk factor,
please disclose the losses you have incurred and your net working
capital deficiency. Refer to Item 503{copyright} of Regulation S-K.
RESPONSE: The Company has added a new risk factor, entitled "Our independent
auditor has raised doubt about our ability to continue as a going concern" (in
page 5 of the third paragraph of this section) to disclose that there is
substantial doubt about the Company's ability to continue as a going concern.
In this risk factor, the Company also disclosed the losses the Company has
incurred and working capital deficit as at August 31, 2010.
"There may be conflicts of interest between our management and non -management
stockholders{ellipsis}," page 4
8. The registrant appears to have one stockholder who owns a 100% of the
common stock outstanding. Please revise to discuss how this risk is
applicable to your company or remove the risk factor.
RESPONSE: The Company has removed that risk factor. In its place, the Company
has added a new risk factor (in page 5 of the 1st paragraph of this section),
entitled "Our sole officer and director will allocate his time to other
business, thereby causing conflicts of interests in his determination as to how
much time to devote to our affairs. This conflict of interest could have a
negative impact on our ability to consummate a business combination."
Item 2. Financial Information
Management's Discussion and Analysis or Plan of Operation, page 9
9. You indicate that you believe your treasury and additional funds from
"stockholders, management or other investors" will provide the necessary
funding to the company to implement its business plan. Please revise to
clarify, if true, that Mr. Tay is the only source of such funding.
Alternatively, revise to identify other persons or sources that may help
defray these costs.
RESPONSE: The Company has revised this section (in page 11 of the last
paragraph, and page 12 of the 3rd paragraph) to disclose that it depends on its
sole officer and director, Mr. Tay, to provide the necessary funds to implement
its business plan. The Company further discloses in this section that it has
not contacted potential investors to help fund its business activities, and it
has not entered into any credit facility agreements or other financing
arrangement.
10. Please clarify, if true, that you currently do not have any money in
your treasury.
RESPONSE: The Company has revised to disclose in this section (in page 12 of
the 3rd paragraph) that it has no money in its treasury.
11. Please disclose whether the company has the obligation or intent to
reimburse the aforementioned funds.
RESPONSE: The Company has disclosed in this section (in page 11 of the last
paragraph) that it intents to reimburse Mr. Tay for any loans he makes to the
Company.
12. Please revise to discuss Mr. Tay's obligations, if any, to provide funds
necessary to implement your business plan.
RESPONSE: The Company has disclosed (in page 12 of the 3rd paragraph) that Mr.
Tay has verbally promised to provide the Company with funding to implement its
business plan.
13. We note your statement in paragraph 5 in this section that you "may
consider a business which has recently commenced operations, is a
development company in need of additional funds for expansion into new
products or markets, is seeking to develop a new product or service, or
is an established business which may be experiencing financial or
operating difficulties and is in need of additional capital."
Considering you do not have any funds, please clarify how you will
provide start-up financing to a developing company or additional capital
to a struggling company.
RESPONSE: The Company has disclosed (in page 12 of the 5th paragraph) that a
target business may seek a combination with the Company despite its financial
position, because a target business may be in a better position, either to
conduct a future public offering of its securities, or to undertake a private
placement with registration rights, than if it were a privately held company.
The Company further discloses (in page 12 of the 7th paragraph) that it will
have no cash or other assets to provide a target business, other than providing
a controlling interest in a reporting company without the time required to
become a reporting company by other means.
Item 5. Directors, Executive Officers
A. Identification of Directors and Executive Officers, page 12
14. Please revise your disclosure to reference specific activities conducted
by Mr. Tay in the past five years and provide the specific dates that he
began and ended with any of such entities where he was employed.
RESPONSE: The Company has revised its disclosure (in page 14 of the 2nd
paragraph) to provide Mr. Tay business activities for the past five years and
also previously.
Item 6. Executive Compensation, page 13
15. We note your disclosure that you have not paid any cash remuneration to
your officer and directors since inception. However, we note your
disclosure on page 14 that you paid 31,390,000 shares to Mr. Tay in
consideration of his services founder services rendered to you. Please
be aware that the disclosure requested by Item 402 of Regulation S-K
applies to any type of compensation received by officers and directors
from any source related to their activities and services provided to
you. Therefore, please revise your disclosure to provide this
information or advise us why such shares are not considered
compensation.
RESPONSE: The Company has revised this entire section (starting in page 15),
and included a "Summary Compensation Table," (in page 16) to disclose
information concerning cash and non-cash compensation paid by the Company to
its named executive officer, Mr. Tay. The Company has also disclosed in this
section, the issuance of shares to Mr. Tay for his services in forming the
Company and developing its business concept and plan.
Item 7. Certain Relationships and Related Transactions, page 12
16. Please disclose whether Mr. Tay paid any portion of the $3,139 that
served as consideration for the shares he received. Refer to Item 404 of
Regulation S-K.
RESPONSE: The Company has revised this section (in page 16 of the 2nd
paragraph of this section) to quantify the amount of consideration paid by Mr.
Tay in exchange for his shares. The Company has also revised Item 10 (in page
17) with this disclosure.
17. Please state the name of your promoter.
RESPONSE: The Company disclosed in this section (in page 17) that it has not
had a promoter at anytime.
Item 9. Market for Common Equity and Related Stockholder Matters, page 12
18. Please revise to discuss how Rule 144 applies to your outstanding
shares. Refer to Item 201(a)(2)(ii) of Regulation S-K. Please also refer
specifically to the application of Rule 144(i)
RESPONSE: The Company has disclosed in this section (in page 17 under Item 9)
how Rule 144 and Rule 144 (i) applies to the Company's outstanding shares.
Item 15. Financial Statements and Exhibits, page 26
19. We note that you have filled a form of common stock purchase agreement
as Exhibit 3.3 to this registration statement. Please file an executed
copy of the agreement or tell is why it appropriate to file the form of
agreement.
RESPONSE: The Company has filed, in Amendment No.1, an executed copy of the
common stock purchase agreement as Exhibit 10.
As requested, the Company hereby acknowledges that: (i) it is
responsible for the adequacy and accuracy of the disclosure in its filing with
the Securities and Exchange Commission (the "Commission"); (ii) Staff comments
or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking any action with respect to its filing; and (iii) the
Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any other person under the federal securities law of the
United States.
We trust that you will find the foregoing responsive to the comments of
the Staff. Comments or questions regarding this letter may be directed to the
undersigned.
Respectfully yours,
Daedalus Ventures, Inc.,
Kallisto Ventures, Inc. and
Neptunus Ventures, Inc.
/s/ William Tay
------------------------------------------
By: William Tay
Title: President and Director