SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
January 27, 2012
NEPTUNUS VENTURES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
||(COMMISSION FILE NO.)
||(IRS EMPLOYEE IDENTIFICATION NO.)|
Attn: Walter Estulin, President
Seven Neshaminy Interplex
Trevose, PA 19053
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ISSUER TELEPHONE NUMBER)
2000 Hamilton Street, #943
Philadelphia, PA 19130
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE
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
(see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 27, 2012, William Tay of 2000 Hamilton
Street, #943, Philadelphia, PA 19130, the sole shareholder of Neptunus Ventures, Inc. (the “Registrant” or “Company”),
entered into a Share Purchase Agreement (the “Agreement”) with Jeff Fortin of 9323 N. Government Way, Suite #403, Hayden,
ID 83835. Pursuant to the Agreement, Mr. Tay transferred to Mr. Fortin 31,390,000 shares of our common stock which represents all
of our issued and outstanding shares in consideration of $42,500. On April 16, 2012, Mr. Fortin assigned and transferred the same
31,390,000 shares to Walter Estulin of Seven Neshaminy Interplex, Suite 400, Trevose, PA 19053.
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.
Item 5.01 Change in Control of Registrant.
On April 16, 2012, Mr Tay, the sole shareholder
of Neptunus Ventures, Inc., consummated a sale of 31,390,000 shares of our common stock to Jeff Fortin for an aggregate purchase
price of $42,500. Immediately after the Closing, Mr. Fortin assigned and transferred the same 31,390,000 shares of our common stock
to Walter Estulin. Consequently, following the closing of the share purchase transaction, Walter Estulin owns and controls a 100%
interest in the issued and outstanding shares of our common stock.
The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On April 16, 2012, William Tay resigned as
our President, Secretary, Treasurer and Director, such resignation is to be effective ten days after the filing and mailing of
an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignation was not
the result of any disagreement with us on any matter relating to our operations, policies or practices.
On April 16, 2012, Walter Estulin was appointed
as a Director, President, Secretary and Treasurer, to hold such office ten days after the filing and mailing of an Information
Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
WALTER ESTULIN – Chairman, Chief Operations Officer and
Walter Estulin has 30 years of experience in
leading the business and the development of innovative technologies in the fields of telecommunications, avionics and telemetry.
Walter Estulin expertise lies in Business Administration,
Business Development, Financing, System Engineering and Architectural design of products.
Walter Estulin holds a Master of Science degree
in Electrical Engineering and has completed a PhD program. He has also held Secret Clearances from the US government.
Prior to forming West-Comm, Mr. Estulin held
various management positions (Department manager, VP Engineering, VP Business development, General Manager, Division President)
for various Fortune 500 Companies- InterDigital Communications, Aydin Corporation and L-3 Communications corporation.
As of the date of this filing, there has not
been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party
in connection with their appointments at Neptunus Ventures, Inc.
Item 9.01 Financial Statement and Exhibits.
||Financial Statements of Business Acquired.|
||Pro Forma Financial Information.|
||10.1 Share Purchase Agreement between William Tay and Jeff Fortin, dated January 27, 2012.|
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.
Neptunus Ventures, Inc.
A Delaware corporation
/s/ Walter Estulin
Name: Walter Estulin
Dated: April 16, 2012