UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2013

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to ____

 

Commission File No. 000-54126

 

ALPHA NETWORK ALLIANCE VENTURES INC.

(Exact name of registrant as specified in its charter)

 

Delaware	45-1649826
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 

11801 Pierce St., 2nd Floor
Riverside, California 92505

(Address of principal executive offices, zip code)

 

(888) 770-5084

 (Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   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 (§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.  (check one):

 

Large accelerated filer  ☐

Accelerated filer  ☐

Non-accelerated filer  ☐

Smaller reporting company  ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):   Yes  ☐   No  ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of October 24, 2013, there were 106,948,367 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

ALPHA NETWORK ALLIANCE VENTURES INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2013

 

INDEX

 

Index				Page
Part I.	Financial Information
	Item 1.	Financial Statements
		Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012.		1
		Statements of Operations (Unaudited) for the three months and nine months ended September 30, 2013 and 2012, and for the cumulative period from inception (March 24, 2011) through September 30, 2013.		2
		Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2013 and 2012 and for the cumulative period from inception (March 24, 2011) through September 30, 2013.		3
		Notes to Financial Statements (Unaudited).		4
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		7
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		10
	Item 4.	Controls and Procedures.		10
Part II.	Other Information
	Item 1.	Legal Proceedings.		11
	Item 1A.	Risk Factors.		11
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		11
	Item 3.	Defaults Upon Senior Securities.		11
	Item 4.	Mine Safety Disclosures.		11
	Item 5.	Other Information.		11
	Item 6.	Exhibits.		12
Signatures				13

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of Alpha Network Alliance Ventures Inc., a Delaware corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of housing prices, the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing, the exercise of the approximately 69.9% control the Company’s sole officer and director holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

PART I. FINANCIAL INFORMATION

 

ITEM   1.   FINANCIAL STATEMENTS.

 

ALPHA NETWORK ALLIANCE VENTURES, INC.

(A Development Stage Enterprise)

BALANCE SHEETS

 

		September 30,				December 31,
		2013				2012
		(Unaudited)
ASSETS
Cash and cash equivalents		$	5,656			$	5,308
Inventory			11,214				0
Property and Equipment, net			391,981				410,491
Total Assets			408,851				415,799
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Due to Related Parties			707,314				634,114
Total Liabilities			707,314				634,114
Stockholders’ Equity
Common stock $0.0001 par value; 8,000,000,000 shares authorized at September 30, 2012, 106,948,367 shares and 106,548,500 issued and outstanding at September 30, 2013 and December 31, 2012			10,696				10,655
Preferred stock 2,000,000,000 shares at $0.0001 par value authorized but none issued at September 30, 2013 and December 31, 2012
Paid-in Capital in excess of par			78,523				18,734
Deficit accumulated during the development stage			(387,682	)			(247,704	)
Total Stockholders’ Deficiency			(298,463	)			(218,315	)
Total Liabilities and Stockholders’ Deficiency		$	408,850			$	415,799

 

The accompanying notes are an integral part of the financial statements.

 

ALPHA NETWORK ALLIANCE VENTURES, INC.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended								For the Nine Months Ended								(March 24, 2011)
		September 30,								September 30,								Through
		2013				2012				2013				2012				September 30, 2013
Revenues		$	—			$	—			$	—			$	—			$	3,000
Cost of Goods Sold			—								—								—
Gross Profit			—				—				—				—				3,000
Expenses
Marketing Expense			5,854				2,347				11,662				5,413				31,409
General and Administrative Expense			47,992				16,251				128,316				52,804				356,312
Research and Development																			2,961
Total Expenses			53,846				18,598				139,978				58,217				390,682
Loss before Income taxes			(53,846	)			(18,598	)			(139,978	)			(58,217	)			(387,682	)
Income Taxes			—								—
Net Loss		$	(53,846	)		$	(18,598	)		$	(139,978	)		$	(58,217	)		$	(387,682	)

 

The accompanying notes are an integral part of the financial statements.

 

ALPHA NETWORK ALLIANCE VENTURES, INC.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine Months								For the Period From Inception
		Ended								(March 24, 2011)
		September 30,								Through
		2013				2012				September 30, 2013
Cash Flows from Operating Activities
Net Loss		$	(139,978	)		$	(58,217	)		$	(387,682	)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization			18,510				18,510				51,416
Inventory			(11,214	)							(11,214	)
Loans from shareholders			—
Net Cash Used in Operating Activities			(132,682	)			(39,707	)			(347,480	)
Cash Flows from Investing Activities
Property and Equipment acquisition			—								(443,397	)
Recapitalization Investment			—								10,639
Net Cash Provided by (Used in) Investing Activities			—				—				(432,758	)
Cash Flows from Financing Activities
Deposit for future subscription
Loan From Related Parties			73,200				13,500				707,314
Cash Proceeds from Sale of Common Stock			59,830				10,050				78,580
Net Cash Provided by (Used in) Financing Activities			133,030				23,550				785,894
Net Change in Cash			348				(16,157	)			5,656
Cash - Beginning of Period			5,308				22,215				—
Cash - End of Period		$	5,656			$	6,058			$	5,656
Cash Paid During the Period for:
Interest
Income Taxes

 

The accompanying notes are an integral part of the financial statements.

 

NOTES TO FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

 

 

NOTE 1 - ORGANIZATION AND DEVELOPMENT OF THE BUSINESS

 

Daedalus Ventures, Inc. (the “Company”) was originally organized in the State of Delaware as on August 12, 2010.

 

In December 2011 the Company completed a merge with Alpha Network Alliance Ventures Inc. Immediately upon the completion of the merger; the Company changed its name to Alpha Network Alliance Ventures Inc.

 

The Company is focused on building and operating a social networking software application and other internet driven applications. The company builds tools that enable users to connect, share, discover, and communicate with each other. The software application would also allow its users to post reviews and share shopping and fashion tips and opinions or to integrate their Websites. It also offers products that enable advertisers and marketers to engage with its users.

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Development Stage Company

 

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

 

Use of Estimates

 

The Company prepares financial statements in conformity with generally accepted accounting principles that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.

 

Property and Equipment

 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

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 in the normal course of business. The Company has not established any source of revenue to cover its operating costs. 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 it does obtain is insufficient to cover any operating loss it may incur, it may substantially curtail its operations.

 

 

NOTE 4 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment as of September 30, 2013 and December 31, 2012 consisted of the follows:

 

		September 30,				December 31,
		2013				2012
Furniture & Equipment		$	49,265			$	49,265
Building			150,000				150,000
Transportation Equipment			44,132				44,132
Land			200,000				200,000
Subtotal			443,397				443,397
Less: Accumulated Depreciation			51,416				32,906
Total plant, property and equipment, net		$	391,981			$	410,491

 

 

NOTE 5 – RELATED PARTY TRANSACTION

 

Mr. Eleazar Rivera is a stockholder of the company, holding 70% or 74,473,000 shares. He lent to the company $707,314. Of this amount, $407,314 is designated as advances from stockholders, while $300,000 is designated as deposit for future share subscriptions. No subscribed shares are outstanding that cannot be legally issued until paid for.

 

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

The capital stock of the company consists of the following as of September 30, 2013:

 

1.

Authorized Capital Stock

 

Common shares – from 500,000,000 shares to 8,000,000,000 shares

Preferred shares – from 20,000,000 shares to 2,000,000,000 shares

 

2.

Issued and outstanding

 

Common stock –106,948,367 shares with a par value of $0.0001 at September 30, 2013.

 

NOTE 7 – GENERAL AND ADMINISTRATIVE EXPENSE

 

The Company’s General and Administrative expense for the three months and nine months ended September 30, 2013 are as follows:

 

		For the Three Months Ended
		September 30,				September 30,
		2013				2012
Professional & Consulting Fee		$	7,838			$	3,099
Office rent, Maintenance & Communication			8,184				361
Depreciation Expense			6,170				6,170
Miscellaneous			25,800				6,621
Total general and administrative expense		$	47,992			$	16,251

 

		For the Nine Months Ended
		September 30,				September 30,
		2013				2012
Professional & Consulting Fee		$	28,992			$	20,424
Office rent, Maintenance & Communication			29,147				3,010
Depreciation Expense			18,510				18,510
Miscellaneous			51,667				10,860
Total general and administrative expense		$	128,316			$	52,804

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following information should be read in conjunction with (i) the consolidated financial statements of Alpha Network Alliance Ventures Inc., a Delaware corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2012 audited financial statements and related notes included in the Company’s most recent Annual report on Form 10-K (File No. 000-54126), as filed with the SEC on April 2, 2013.  Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

 

OVERVIEW

 

Alpha Network Alliance Ventures Inc. is a development stage company. We were incorporated under the laws of the state of Delaware on August 12, 2010, and are engaged in the development of a social networking website, www.kababayanko.com, for overseas workers from the Philippines and others who share or are interested in their lifestyle. Our fiscal year end is December 31, and we have no subsidiaries. Our social networking website aims to provide overseas workers from the Philippines with a platform to share their overseas working and living experiences, and interact with a community of Filipino overseas workers from around the world.

 

Our business offices are currently located at 11801 Pierce St., 2nd Floor, Riverside, California 92505. We have a website located at www.kababayanko.com; however, the information contained on our website does not form a part of the registration statement of which this prospectus is a part.

 

From our formation on August 12, 2010, until December 28, 2011, we were a “blank check” company under the securities laws, meaning that our sole business plan was to merge with or be acquired by an operating business. On December 28, 2011, we merged with Alpha Network Alliance Ventures Inc., effecting the acquisition of our current business and changed our name from “Daedalus Ventures, Inc.” to “Alpha Network Alliance Ventures Inc. Since March 2011 we have been developing our social networking website for overseas workers from the Philippines, www.kababayanko.com.

 

Going Concern

 

To date the Company has little operations and little revenues and consequently has incurred recurring losses from operations.  No revenues are anticipated until we complete the financing described in our Registration Statement on Form S-1, as amended (File No. 333-182596), declared effective by the SEC on December 20, 2012, and implement our initial business plan.  The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

Our activities have been financed primarily from cash loans in the principal amount of $707,314 from our sole director and officer.

 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).  The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Development Stage Company

 

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

 

Use of Estimates

 

The Company prepares financial statements in conformity with generally accepted accounting principles that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.

 

Property and Equipment

 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

 

PLAN OF OPERATION

 

Our plan of operations over the 12 month period following successful completion of our offering (the “Offering”) registered the Form S-1, declared effective by the SEC on December 20, 2012, is as follows, assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company in the Form S-1:

 

 

	If 25% of Shares Sold	If 50% of Shares Sold	If 75% of Shares Sold	If 100% of Shares Sold
Gross proceeds from this offering	($)937,500	( $)1,875,000	($)2,812,500	($)3,750,000
Product Development
OCW (Overseas Contract Workers) Social Networking Site	75,000	150,000	225,000	300,000
Global Karaoke Social Networking Sites	75,000	150,000	225,000	300,000
EBID services	50,000	100,000	150,000	200,000
PC/MAC and Mobile VOIP Provider (All Mobiles Systems)	100,000	200,000	300,000	400,000
Global Social Market Place Platform	25,000	50,000	75,000	100,000
Healthy Aging Social Channel	75,000	150,000	225,000	300,000
Web/graphic design	60,000	120,000	180,000	240,000
Equipment/servers	35,000	70,000	105,000	140,000
VoIP connectivity fees	25,000	50,000	75,000	100,000
Sales/marketing Assistant	75,000	150,000	225,000	300,000
Marketing & Company collateral	125,000	250,000	375,000	500,000
Media Advertising	50,000	100,000	150,000	200,000
Office Lease	20,000	40,000	60,000	80,000
Office Equipment	15,000	30,000	45,000	60,000
Offices Expenses	42,500	85,000	127,500	170,000
Telephone	7,500	15,000	22,500	30,000
Miscellaneous/contingency	37,500	75,000	112,500	150,000
Legal and Accounting	37,500	75,000	112,500	150,000
Transfer Agent	1,500	2,000	2,500	3,000
Contingency	6,000	13,000	20,000	27,000
TOTALS	$937,500	$1,875,000	$2,812,500	$3,750,000

 

We currently do not have any arrangements regarding the Offering or following this Offering for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful development of our planned business consulting services, a successful marketing and promotion program, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

Results of Operations

 

Three -Months and Nine-Months Ended September 30, 2013 and 2012

 

We recorded no revenues for the three months and nine-months ended September 30, 2013 and 2012. From the period of March 24, 2011 (inception) to September 30, 2013, we recorded $3,000 in revenues. Future revenue generation is dependent on the successful execution of our plan of operation and the financing described in our Registration Statement on Form S-1, as amended (File No. 333-182596), declared effective by the SEC on December 20, 2012.

 

For the three months ended September 30, 2013 we incurred total operating expenses and losses of $53,846, consisting of $47,992 of general and administrative expenses and $5,854 of marketing expenses. By contrast, for the three months ended September 30, 2012, we incurred total operating expenses and losses of $18,598, consisting of general and administrative expenses of $16,251 and marketing expenses of $2,347.

 

For the nine months ended September 30, 2013 we incurred total operating expenses and losses of $139,978, consisting of $128,316 of general and administrative expenses and $11,662 of marketing expenses. By contrast, for the nine months ended September 30, 2012, we incurred total operating expenses and losses of $58,217, consisting of general and administrative expenses of $52,804 and marketing expenses of $5,413.

 

From the period of March 24, 2011 (inception) to September 30, 2013, we incurred operating expenses of $390,682, and a total loss before income taxes of $387,682.

 

Liquidity and Capital Resources

 

At September 30, 2013, we had a cash balance of $5,656.   We do not have sufficient cash on hand to commence our 12-month plan of operation or to fund our ongoing operational expenses beyond November 30, 2013. We will need to raise funds to commence our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.

 

Subsequent Events

 

None through date of this filing.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of September 30, 2013.

 

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS.

 

The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.  MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5.  OTHER INFORMATION.

 

On June 1, 2011, Alpha Network Alliance Ventures Inc., a Delaware corporation, which was a private company which merged with us on December 29, 2011, entered into two Stockholder Loan Agreements with Eleazar Rivera, our sole officer and director, and majority stockholder. Under the first Stockholder Loan Agreement, Mr. Rivera loaned such company $275,175 for a term of one (1) year at no interest. Upon default of repayment, however, interest accrues at 6% per annum. Under the second Stockholder Loan Agreement, Mr. Rivera loaned Alpha Network Alliance Ventures Inc $300,000 for a term of one (1) year at no interest. Upon default of repayment, however, interest accrues at 6% per annum. The Company has never made any payments under these loan agreements and owes Mr. River a total of $707,314 under the agreements.

ITEM 6.  EXHIBITS.

 

(a)  Exhibits required by Item 601 of Regulation SK.

 

Exhibit		Description
2.1		Agreement and Plan of Merger dated June 1, 2011 by and between Registrant and Alpha Network Alliance Ventures Inc. (1)
3.1.1		Certificate of Incorporation of Registrant (2)
3.1.2		Certificate of Merger (3)
3.1.3		Certificate of Amendment to Articles of Incorporation (3)
3.1.3		Form of Certificate of Change (2)
3.2		Bylaws (2)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

 

*	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1)	Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54126) filed with the Commission on June 13, 2011.
(2)	Incorporated by reference to the Registrant’s Form 10 (File No. 000-54126) filed with the Commission on September 23, 2010.
(3)	Incorporated by reference to the Registrant’s Form S-1 (File No 333-182596) filed with the Commission on July 10, 2012.

 

SIGNATURES

 

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, thereunto duly authorized.

 

	ALPHA NETWORK ALLIANCE VENTURES INC.
	(Name of Registrant)
Date:  October 31, 2013	By:	/s/ Eleazar Rivera
		Name: Eleazar Rivera
		Title: President, Secretary and Treasurer (principal executive officer, principal financial officer, and principal accounting officer)

 

 

 

EXHIBIT INDEX

 

Exhibit		Description
2.1		Agreement and Plan of Merger dated June 1, 2011 by and between Registrant and Alpha Network Alliance Ventures Inc. (1)
3.1.1		Certificate of Incorporation of Registrant (2)
3.1.2		Certificate of Merger (3)
3.1.3		Certificate of Amendment to Articles of Incorporation (3)
3.1.3		Form of Certificate of Change (2)
3.2		Bylaws (2)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

 

*	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1)	Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54126) filed with the Commission on June 13, 2011.
(2)	Incorporated by reference to the Registrant’s Form 10 (File No. 000-54126) filed with the Commission on September 23, 2010.
(3)	Incorporated by reference to the Registrant’s Form S-1 (File No 333-182596) filed with the Commission on July 10, 2012.