Item 5.02: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Effective October 30, 2012, Raul Goncalves Pinheiro resigned as a director and officer of our company. Mr. Pinheiro's resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise
Effective October 30, 2012, Maria Belisario was appointed a director, president, chief financial officer and as secretary of our company.
... Ms. Belisario, has more than 12 years experience working with highly dynamic, start-up environments as well as established corporate environments and brings a comprehensive and extensive core background and experience in business administration and corporate legal affairs with concentrations in contracts, corporate matters and small business or closely held organizations. Ms. Belisario is currently the Vice President of Administration & Corporate Affairs for Eclipse Identity Recognition Corporation. Prior to her joining Eclipse in 2011, Ms. Belisario was Director of Administration, Human Resources and Finance and served as Corporate Secretary for several high-tech companies in Silicon Valley, namely MagSil Corporation, HealthHighway and Secguen Corporation and also served as consultant for other high-tech companies. Ms. Belisario holds a J.D. from Concord University School of Law, a Masters in Public Administration from California State University, East Bay, a Double Bachelors Degree in Political Science and Biological Science from the University of California, Davis and is currently pursuing a Masters in Small Business Law (LL.M) from Concord University School of Law.
Item 5.07: Submission of Matters to a Vote of Security Holders
On November 28, 2012, we received written consent from our company’s board of directors and a holder of 71.4% of our company’s voting securities to effect a stock split of our issued and outstanding shares of common stock, to a name change, and to increase our company’s authorized capital.
Pursuant to Section 78.320 of the Nevada Revised Statues, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent to such action is signed by stockholders holding at least a majority of the voting power and on November 28, 2012, we received written consent from a holder of 71.4% of our company’s voting securities, for a name change to “Eclipse Identity Recognition Corporation”, and to effect a forward split of our issued and outstanding shares on a basis of 1,000 new for one (1) old. Upon effect of the forward split, our company’s issued and outstanding shares of common stock shall increase from 5,168,000 to 5,168,000,000 shares of common stock, with a par value of $0.001.
The board of directors and stockholders also approved to increase our company’s authorized capital from 75,000,000 to 5,200,000,000 shares of common stock, with a par value of $0.001.
These amendments are currently under review with the Financial Industry Regulatory Authority (“FINRA”). We will announce the completion of FINRA review and the effectiveness of these changes on the market by filing a Current Report on Form 8-K.
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