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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 | ||||||||
| Series A Preferred Stock, $0.0001 par value (1) | $ 0 | 04/21/2010 | J(2)(3) | 3,000,000 | 04/21/2010 | (4) | Common Stock | 3,000,000 | $ 0 | 3,000,000 | I | See footnote (2) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kesner Glenn 127 NORTH STREET LEXINGTON, MA 02420 |
X | |||
| Auracana LLC 127 NORTH STREET LEXINGTON, MA 02420 |
X | |||
| /s/ Glenn Kesner | 05/18/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Glenn Kesner, Manager | 05/18/2010 | |
| **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) | This Form 4 is being filed by Glenn Kesner and Auracana LLC ("Auracana"). Auracana is owned 100% by Glenn Kesner, a director of the Issuer. |
| (2) | Auracana was the holder of 1,500,000 shares of the series D preferred stock, par value $0.001 per share ("EEGT Preferred Stock") of EClips Energy Technologies, Inc., a Florida corporation and former parent of the Issuer ("EEGT"). Each share of EEGT Preferred Stock was entitled to five hundred (500) votes per share and was not convertible into shares of EEGT common stock. 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 Preferred Stock converted into two (2) shares of the Issuer's series A preferred stock, par value $0.0001 per share ("Preferred Stock"). |
| (3) | Each share of Preferred Stock shall be convertible, at the option of the holder, into one share of the Issuer's common stock and shall have a stated value of $0.0001 per share. Each share of Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Issuer and shall be entitled to two hundred fifty (250) votes for each share of Preferred Stock then outstanding. Upon consummation of the Merger, the Reporting Person received 3,000,000 shares of the Issuer's Preferred Stock. |
| (4) | n/a |