SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 15, 2010
ECLIPS
MEDIA TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-25097
|
65-0783722
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
Number)
|
| |
|
|
110 Greene Street, Suite
403, New York, New York 10012
(Address
of principal executive offices) (zip code)
(212)
851-6425
(Registrant's
telephone number, including area code)
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities.
On
November 15, 2010, EClips Media Technologies, Inc. (the “Company”) issued
219,863 restricted shares of the Company’s common stock to a director pursuant
to the compensation plan adopted for non-employee directors.
The
securities above were issued in reliance upon exemptions from registration under
Section 4(2) of the Securities Act of 1933, as amended.
Item
5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
On
November 15, 2010, Eric Simon resigned from his position as Chief Executive
Officer of the Company.
Simultaneously
with such resignation, Glenn Kesner was appointed as Chief Executive Officer and
Principal Accounting Officer of the Company. Glenn Kesner is founder
of Auracana, LLC. As creative director he has branded, produced content and
developed promotions for Speed Network, NASCAR, Discovery Channel, Food Network,
Yahoo!, Turner, Disney and MTV Networks, among others. He has held various
positions with Turner Classic Movies, CNN and VH1. Mr. Kesner holds a
Bachelors degree from Syracuse University, Newhouse School of
Communications. Mr. Kesner has been a director of the Company since
February 2010 and was a director of FTOH Corp. Mr. Kesner is 49 years
old.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
ECLIPS MEDIA TECHNOLOGIES,
INC. |
|
| |
|
|
|
|
Dated: November
15, 2010
|
By:
|
/s/ Glenn Kesner |
|
| |
|
Name:
Glenn Kesner
Position:
Chief Executive Officer
|
|
| |
|
|
|