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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cohen Gregory D 336 WEST 37TH STREET 8TH FLOOR NEW YORK, NY 10019 |
X | Chief Executive Officer |
/s/ Gregory D. Cohen | 06/24/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Reporting Person was the indirect beneficial holder of 3,500,000 shares of common stock, par value $0.0001 per share ("EEGT Common Stock") of EClips Energy Technologies, Inc., a Florida corporation and former parent of the Issuer ("EEGT"). On April 21, 2010, EEGT merged with and into the Issuer for the purpose of changing the state of incorporation of the Issuer to Delaware from Florida, with the Issuer continuing as the surviving corporation (the "Merger"). Upon consummation of the Merger, each issued and outstanding share of EEGT Common Stock converted into two (2) shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"). |
(2) | Represents 5,500,000 shares of Common Stock held by Colonial Ventures, LLC and 1,500,000 shares of Common Stock held by Michele Cohen, Reporting Person's wife. Reporting Person has sole voting and dispositive power over the shares held by Colonial Ventures, LLC. |