SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on July 1, 2010
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
ECLIPS
MEDIA TECHNOLOGIES, INC.
(Name of
Issuer)
COMMON
STOCK, PAR VALUE $.0001 PER SHARE
(Title of
Class of Securities)
277885J101
(CUSIP
Number)
110
Greene Street, Suite 403, New York, NY 10012
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June 21,
2010
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box ¨.
Note. Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7(b) for other parties to whom copies are
to be sent.
(Continued
on following pages)
(Page 1
of 5 Pages)
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CUSIP
No. 27885D
20 3
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13D
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Page
2 of 5 Pages
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1
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NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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Eric Simon
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
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OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States
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7
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SOLE
VOTING POWER
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30,000,000(1)
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NUMBER
OF
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
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EACH
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REPORTING
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9
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SOLE
DISPOSITIVE POWER
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PERSON
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WITH
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30,000,000(1)
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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30,000,000(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.74(1)%
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14
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TYPE
OF REPORTING PERSON (See
instructions)
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IN
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(1)
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Of
these shares, 20,000,000 are held by Brand Interaction Group, LLC, of
which Mr. Simon controls.
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Item
1. Security and Issuer.
This statement relates to the Common
Stock, par value $.0001 per share (the “Common Stock”), of EClips Media
Technologies, Inc., a Delaware Corporation (the “Issuer”). The
Issuer’s principal executive offices are located at 110 Greene Street, Suite
403, New York, NY 10012.
Item
2. Identity and Background.
This
statement is being filed by Eric Simon (the “Reporting Person”). Reporting
Person is the Company’s Chief Executive Officer. Reporting Person’s
business address is 110 Greene Street, Suite 403, New York, NY
10012.
During
the past five years, Reporting Person has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result thereof was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Reporting
Person is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration.
On June 21, 2010, the Issuer,
through its wholly-owned subsidiary SD Acquisition Corp., a New York corporation
(“SD”), acquired (the “Acquisition”) all of the business and assets of Brand
Interaction Group, LLC, a New Jersey limited liability company (“BIG”) owned by
the Reporting Person who became our Chief Executive Officer (“CEO”)
contemporaneously with the closing of the Acquisition. As consideration
for the Acquisition by SD, the Company agreed to issue BIG 20,000,000 shares of
its common stock (the “Purchase Shares”) pursuant to an Asset Purchase Agreement
dated as of June 21, 2010 and entered into an employment agreement with
Eric Simon to become the CEO of the Company (the “Employment Agreement”).
Under the terms of the Employment Agreement, in addition to an annual salary,
Mr. Simon received 10,000,000 shares of the Issuer’s common stock (the
“Salary Shares”).
Item
4. Purpose of Transaction.
The
Reporting Person intends to review his investment in the Issuer on a continuing
basis. In this regard, the Reporting Person may purchase additional shares of
Common Stock, or may sell all or a portion of the shares of Common Stock held by
him, in any case, in market transactions, in private transactions or otherwise.
The Reporting Person may also pledge, encumber or otherwise transfer or engage
in other transactions with respect to all or a portion of such shares of Common
Stock. The Reporting Person’s actions with respect to his investment in the
Issuer will depend on such factors as the Reporting Person deems relevant at the
time, including among other things, the Reporting Person’s evaluation of the
Issuer's business, prospects and financial condition, the market for the
Issuer's securities, other opportunities available to the Reporting Person,
prospects for the Reporting Person’s own business, general economic conditions,
including stock market conditions and other future developments.
The
Reporting Person reserve the right to change his purpose in respect of the
shares of Common Stock and take such actions as he deems appropriate in light of
the circumstances existing at the time, including without limitation, the
matters set forth above.
Except as
indicated above, the Reporting Person does not have any present plans or
proposals that relate to or would result in any of the actions described in
Subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
As of
July 1, 2010, Reporting Person may be deemed to own 30,000,000 shares or 14.74%
of the Issuer’s Common Stock. All percentages set forth in this Schedule 13D are
calculated based on 203,525,338 shares of Common Stock outstanding as of July 1,
2010. Reporting Person has not effectuated any other transactions involving the
securities in the last 60 days.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Reporting Person
and any other person with respect to any securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and accurate.
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July
1, 2010
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/s/ Eric Simon | |
| Eric Simon |