Attached files

file filename
8-K - FORM 8-K - ALPHA NETWORK ALLIANCE VENTURES INC.daedalusmerger8kandexhibits.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER - ALPHA NETWORK ALLIANCE VENTURES INC.exhibit21.htm
EX-99.2 - WRITTEN CONSENT OF SHAREHOLDERS OF THE DAEDALUS VENTURES, INC. - ALPHA NETWORK ALLIANCE VENTURES INC.exhibit992.htm

EXHIBIT 99.1


BOARD RESOLUTION OF DAEDALUS VENTURES, INC.


FOR THE APPROVAL OF MERGER BETWEEN DAEDALUS VENTURES, INC., A DELAWARE CORPORATION AND ALPHA NETWORK ALLIANCE VENTURES INC., A DELAWARE CORPORATION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS AND MAJORITY SHAREHOLDERS


DULY PASSED ON JUNE 1, 2011


The undersigned, being the members of the Board of Directors, (“The Board”) and majority shareholder of Daedalus Ventures, Inc., a Delaware corporation (the “Corporation”), hereby approve and adopt the following preambles and resolutions by written consent pursuant to the Delaware General Corporation Law:


AGREEMENT OF MERGER AND CERTIFICATE OF MERGER


RESOLVED, that the Board finds it in the best interest of the Corporation and its shareholders to authorize approve and ratify the attached Agreement and Plan of Merger and Certificate of Merger.


RESOLVED FURTHER, that the proper officers of the Corporation, or any of them, are hereby authorized and directed to execute all documents and take all other actions necessary or advisable in order to carry out and perform the purposes of the foregoing resolution;


RESOLVED FURTHER, that the execution by the officers, of any document authorized by the foregoing resolution or any document executed in the accomplishment of any action or actions so authorized, is (or shall become upon delivery) the enforceable and binding act and obligation of the Corporation, without the necessity of the signature of attestation of any other officer of the Corporation or the affixing of the seal of Corporation; and


RESOLVED FURTHER, that all acts, transactions or agreements undertaken prior to the adoption of these resolutions by any of the officer or representatives of the Corporation in its name in connection with the foregoing matters are hereby ratified, confirmed and adopted by the Corporation.


Omnibus Resolutions


WHEREAS, the foregoing preamble and resolution are intended to provide broad authorization to the actions described therein, whether taken prior or subsequent to the date this Unanimous Written Consent of the Board is executed,


RESOLUTION, that the Board hereby ratifies and confirms any and all acts taken in connection with the foregoing resolution by the duly elected executive officers of the Corporation in good faith in their capacities as such officers as the valid and binding acts of the Corporation duly approved by the Board; and


This Unanimous Written Consent Action of the Board of Directors and Majority Shareholders of Alpha Network Alliance Ventures Inc. is hereby executed as of the date first written above


DAEDALUS VENTURES, INC.


/s/ Eleazar Rivera

_____________________________________

By: Eleazar Rivera

Title: President, CEO and Director



ALPHA NETWORK ALLIANCE VENTURES INC.


/s/ Eleazar Rivera

_____________________________________

By: Eleazar Rivera

Title: President, CEO, Director and Majority Shareholder