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EX-31 - RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS - Nudg Media Inc. | eclipsesection302certceocfoq.htm |
EX-32 - SECTION 1350 CERTIFICATIONS - Nudg Media Inc. | eclipsesection906certceocfoq.htm |
EXCEL - IDEA: XBRL DOCUMENT - Nudg Media Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
For the quarterly period ended | February 28, 2013 | |||||||||||||||||||
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[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
For the transition period from |
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Commission File Number | 333-175792 | |||||||||||||||||||
ECLIPSE IDENTITY RECOGNITION CORPORATION | ||||||||||||||||||||
(Exact name of registrant as specified in its charter) | ||||||||||||||||||||
Nevada |
| 80-0729029 | ||||||||||||||||||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) | ||||||||||||||||||
1999 S. Bascom Avenue, Suite 700, Campbell, California | 95008 | |||||||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(408) 357-0041 | ||||||||||||||||||||
(Registrants telephone number, including area code) | ||||||||||||||||||||
15732 Los Gatos Blvd. pmb 525, Los Gatos, California, 95032 | ||||||||||||||||||||
(Former name, former address and former fiscal year, if changed since last report) | ||||||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||||||||||||||
[X] | YES | [ ] | NO | |||||||||||||||||
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | ||||||||||||||||||||
| [X] | YES | [ ] | NO | ||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. | ||||||||||||||||||||
Large accelerated filer | [ ] | Accelerated filer | [ ] | |||||||||||||||||
Non-accelerated filer | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X] | ||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act | ||||||||||||||||||||
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| [ ] | YES | [X] | NO | |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. | ||||||||||||||||||||
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| [ ] | YES | [ ] | NO | |
APPLICABLE ONLY TO CORPORATE ISSUERS | ||||||||||||||||||||
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. | ||||||||||||||||||||
368,000,008 common shares issued and outstanding as of April 19, 2013. |
ECLIPSE IDENTITY RECOGNITION CORPORATION
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
3 | |
Item 1. Financial Statements | 3 |
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 16 |
Item 4. Controls and Procedures | 16 |
PART II - OTHER INFORMATION | 16 |
Item 1. Legal Proceedings | 16 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
Item 3. Defaults Upon Senior Securities | 17 |
Item 4. Mine Safety Disclosures | 17 |
Item 5. Other Information | 17 |
Item 6. Exhibits | 18 |
SIGNATURES | 19 |
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities and Exchange Commissions instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2013 are not necessarily indicative of the results that can be expected for the full year.
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ECLIPSE IDENTITY RECOGNITION CORPORATION |
Formerly known as Auto Home Lock, Inc. |
(A Development Stage Company) |
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CONDENSED FINANCIAL STATEMENTS |
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February 28, 2013 |
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Unaudited |
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CONDENSED BALANCE SHEETS |
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CONDENSED STATEMENTS OF OPERATIONS |
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CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) |
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CONDENSED STATEMENTS OF CASH FLOWS |
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NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS |
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ECLIPSE IDENTITY RECOGNITION CORPORATION | |||||
Formerly known as Auto Home Lock, Inc. | |||||
(A Development Stage Company) | |||||
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CONDENSED BALANCE SHEETS | |||||
Unaudited | |||||
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| February 28, 2013 |
| May 31, 2012 |
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ASSETS |
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CURRENT ASSETS |
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Cash | $ | 1,520 | $ | 191 | |
Receivable from affiliate |
| 33,480 |
| - | |
TOTAL CURRENT ASSETS | $ | 35,000 | $ | 191 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities | $ | 14,020 | $ | 8,342 | |
Loans from Related Party |
| 50,229 |
| 2,137 | |
TOTAL CURRENT LIABILITIES | $ | 64,249 | $ | 10,479 | |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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Capital stock |
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Authorized |
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5,200,000,000 shares of common stock, $0.001 par value |
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Issued and outstanding |
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5,168,000,000 shares of common stock at February 28, 2013 and May 31, 2012 | $ | 5,168,000 | $ | 5,168,000 | |
Additional Paid in Capital |
| (5,157,960) |
| (5,157,960) | |
Deficit accumulated during the development stage |
| (39,289) |
| (20,328) | |
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) |
| $ | (29,249) | $ | (10,288) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT) |
| $ | 35,000 | $ | 191 |
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The accompanying notes are an integral part of these financial statements |
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ECLIPSE IDENTITY RECOGNITION CORPORATION | ||||||||||
Formerly known as Auto Home Lock, Inc. | ||||||||||
(A Development Stage Company) | ||||||||||
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CONDENSED STATEMENTS OF OPERATIONS | ||||||||||
Unaudited | ||||||||||
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| Cumulative results |
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| Three months |
| Three months |
| Nine months |
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| from inception |
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| ended |
| ended |
| ended |
| ended |
| (May 5, 2011) to |
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| February 28, 2013 |
| February 29, 2012 |
| February 28, 2013 |
| February 29, 2012 |
| February 28, 2013 |
REVENUE |
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Revenues | $ | - | $ | - | $ | - | $ | - | $ | - |
Total Revenues | $ | - | $ | - | $ | - | $ | - | $ | - |
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EXPENSES |
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Office and general | $ | 292 | $ | - | $ | 496 | $ | 69 | $ | 3,618 |
Professional Fees |
| 13,965 |
| 4,313 |
| 18,465 |
| 7,988 |
| 35,672 |
Total Expenses | $ | 14,257 | $ | 4,313 | $ | 18,961 | $ | 8,057 | $ | 39,289 |
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NET LOSS | $ | (14,257) | $ | (4,313) | $ | (18,961) | $ | (8,057) | $ | (39,289) |
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Provision for Income Tax |
| - |
| - |
| - |
| - |
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NET LOSS, AFTER PROVISION FOR INCOME TAX | $ | (14,257) | $ | (4,313) | $ | (18,961) | $ | (8,057) | $ | (39,289) |
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BASIC AND DILUTED LOSS PER COMMON SHARE |
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$ | - | $ | - | $ | - | $ | - |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |
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| 5,168,000,000 |
| 5,000,000,000 |
| 5,168,000,000 |
| 5,000,000,000 |
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The accompanying notes are an integral part of these financial statements |
6
ECLIPSE IDENTITY RECOGNITION CORPORATION | |||||
Formerly known as Auto Home Lock, Inc. | |||||
(A Development Stage Company) | |||||
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CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | |||||
From inception on May 5, 2011 to February 28, 2013 | |||||
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Unaudited | |||||
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| Deficit |
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| Additional | during the |
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| Number of |
| Paid-in | development |
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| shares | Amount | Capital | stage | Total |
Balance at inception - May 5, 2011 | - | - | - | - | - |
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Common stock issued for cash at |
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$0.000001 per share on May 26, 2011 | 5,000,000,000 | $5,000,000 | ($4,995,000) | - | $5,000 |
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Net loss for the period from inception |
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to May 31, 2011 |
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| (5,986) | (5,986) |
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Balance, May 31, 2011 | 5,000,000,000 | $5,000,000 | ($4,995,000) | ($5,986) | ($986) |
Common Shares issued for Subscriptions Receivable on January 2012, |
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at $0.00003 per share | 168,000,000 | 168,000 | (162,960) | - | 5,040 |
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Net loss for the year ended |
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May 31, 2012 | - | - | - | (14,342) | (14,342) |
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Balance, May 31, 2012 | 5,168,000,000 | $5,168,000 | ($5,157,960) | ($20,328) | ($10,288) |
Net loss for the period ended |
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February 28, 2013 | - | - | - | (18,961) | (18,961) |
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Balance, February 28, 2013 | 5,168,000,000 | $5,168,000 | ($5,157,960) | ($39,289) | ($29,249) |
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The accompanying notes are an integral part of these financial statements |
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ECLIPSE IDENTITY RECOGNITION CORPORATION | ||||||||||
Formerly known as Auto Home Lock, Inc. | ||||||||||
(A Development Stage Company) | ||||||||||
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CONDENSED STATEMENTS OF CASH FLOWS | ||||||||||
Unaudited | ||||||||||
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| Cumulative results | ||
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| Nine months |
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| February 29, 2012 |
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OPERATING ACTIVITIES |
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| Net loss |
| $ | (18,961) | $ | (8,057) | $ | (39,289) | ||
| Adjustment to reconcile net loss to net cash |
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| Expenses paid on company's behalf by related party |
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| 5,100 |
| 60 |
| 7,237 | ||
| decrease (increase) in prepaid expenses |
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| (469) |
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| Increase (decrease) in accrued expenses |
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| 5,678 |
| 3,516 |
| 14,020 | ||
| decrease (increase) in receivable from affiliate |
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| (33,480) |
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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$ | (41,663) | $ | (4,950) | $ | (51,512) | |||||
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FINANCING ACTIVITIES |
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| Proceeds from sale of common stock |
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| 10,040 | ||
| Loan from related party |
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| 42,992 |
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| 42,992 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
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$ | 42,992 | $ | - | $ | 53,032 | |||||
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NET INCREASE (DECREASE) IN CASH |
| $ | 1,329 | $ | (4,950) | $ | 1,520 | |||
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CASH, BEGINNING OF PERIOD |
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CASH, END OF PERIOD |
| $ | 1,520 | $ | 1 | $ | 1,520 | |||
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Supplemental cash flow information and noncash financing activities: |
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Cash paid for: |
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| Interest |
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| Income taxes |
| $ | - | $ | - | $ | - |
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The accompanying notes are an integral part of these financial statements |
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8
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Eclipse Identity Recognition Corporation, and our wholly owned subsidiary, Eclipse Identity Recognition Corporation, a Delaware company, unless otherwise indicated.
Company Overview
We were incorporated in the State of Nevada as a for-profit company on May 5, 2011 and established a then fiscal year end of May 31. We were incorporated with the intent to develop, produce and distribute an automated home locking system. Our product, when fully developed, was intended to allow the user to lock all the doors in the house and activate the alarm system simply by pressing one button. Unfortunately, we were not able to raise sufficient capital to fund our business development and consequently our management began considering alternative strategies, such as business combinations or acquisitions to create value for our shareholders.
On November 28, 2012, we received written consent from our companys board of directors and a holder of 71.4% of our companys voting securities to effect a stock split of our issued and outstanding shares of common stock, to a name change, and to increase our companys authorized capital.
On January 16, 2013, we entered into a share exchange agreement with Eclipse Identity Recognition Corporation, a Delaware company (Eclipse Delaware) and its shareholders. Pursuant to the terms of the share exchange agreement, we agreed to acquire all 93,745,000 of the issued and outstanding shares of Eclipse Delawares common stock in exchange for the issuance by our company of 196,000,008 shares of our common stock to the shareholders of Eclipse Delaware.
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Effective January 17, 2013, in accordance with approval from the Financial Industry Regulatory Authority, our company changed its name from Auto Home Lock, Inc. to Eclipse Identity Recognition Corporation and increased its authorized capital from 75,000,000 to 75,000,000,000 shares of common stock, par value of $0.001. As such, our companys issued and outstanding shares of common stock increased from 5,168,000 to 5,168,000,000 common shares, par value of $0.001, on the basis of a 1,000:1 forward split of our companys issued and outstanding shares of common stock.
The name change and forward split became effective with the Over-the-Counter Bulletin Board at the opening of trading on January 17, 2013 under the symbol AHLKD. On February 15, 2013, our stock symbol changed from AHLK to EIRC to better reflect the new name of our company.
Effective February 8, 2013, and in connection with the share exchange agreement, we entered into a bridge loan agreement with Eclipse Delaware wherein we agreed to provide a loan of $35,000 to Eclipse Delaware. The principal amount of the loan is due and payable on September 30, 2013 or shall be satisfied by the closing of the definitive share exchange agreement between our company and Eclipse Delaware. The loan shall bear no interest until the maturity date at which date the loan shall bear interest at a rate of 10% per annum, payable in quarterly installments. The loan will be credited against the private placement of 4,000,000 shares of our company for $0.025 described below. Subsequent to the bridge loan, additional funds were advanced such that a total of $58,480 had been provided, to be credited against the private placement.
On April 4, 2013, we closed the share exchange by issuing the required 196,000,008 common shares to the Eclipse Delaware shareholders. As a result of the share exchange, Eclipse Delaware is now a subsidiary of our company. Concurrently, and as a condition to closing the share exchange agreement, we cancelled 5,000,000,000 shares of our common stock. Further, in connection with the closing of the share exchange agreement, we concurrently closed a private placement of 4,000,000 shares at $0.025 per share for an aggregate total of $100,000. As a result of these transactions, we had 368,000,008 issued and outstanding common shares.
Further, pursuant to the share exchange agreement, we are required to close private placements of shares of our company at a price not exceeding $0.025 per share for proceeds of:
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$50,000 on four months from closing the share exchange;
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$50,000 on five months from closing the share exchange;
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$100,000 on six months from closing the share exchange; and
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$200,000 on nine months from closing the share exchange.
Additionally, effective April 4, 2013, we changed our fiscal year end to December 31 and Maria Belisario resigned as a sole director, president, secretary, treasurer, chief financial officer and chairman of the board of directors of our company. Concurrently, Stephen Miller was appointed a sole director, president, chief financial officer and secretary to fill the vacancy created by Ms. Belisarios resignation.
Our principal executive office is located at 1999 S. Bascom Avenue, Suite 700, Campbell, California, 95008. The telephone number at our principal executive office is (408) 357-0041. We also have a satellite office at Atumi-Bldg, 5F, 2-43-10, Minami Otsuka, Toshima-ku, Tokyo, Japan.
Business Overview
As a result of the closing of the share exchange agreement with Eclipse Delaware, Eclipse Delaware has become our wholly owned subsidiary and we now carry on business in the creation of facial recognition identity software. Our company is in the development stage and has generated only nominal revenues.
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Our company designs, develops, and intends to sell video analytics technologies within the Intelligent Security Industry. The technology incorporates advanced facial detection, biometric search and identity recognition techniques to identify individuals from live and stored video streams. That is, we can efficiently detect faces in video and match those faces to databases of known individuals or to other video. Our company expects that the technology will both displace current competitive approaches and open new applications where video analytics and effective identity recognition have not until yet been attainable.
The core of our initial technologies are based upon well-proven biometric methods and our applications, improvements and enhancements are fully developed, tested, and proven in the field, therefore requiring minimal research and development. The accrued salaries for our employees from 2010 to 2012 equate to our companys research and development costs. Our company can therefore focus on product roll-out, channel development, and market penetration. Our company plans to continue to develop next-generation technology to maintain a leadership position and address evolving market demands. The Intelligent Security Industry is growing rapidly across a wide variety of vertical markets, and we plan on rapid global expansion.
Results of Operations for the Three and Nine Months Ended February 28, 2013 and February 29, 2012 and the Period from May 5, 2011 (inception) to February 28, 2013
The following discussion of our results of operations should be read in conjunction with our unaudited financial statements for the three and nine month periods ended February 28, 2013 which are included herein.
Our operating results for the three and nine month periods ended February 28, 2013 and February 29, 2012 and the period from May 5, 2011 (inception) to February 28, 2013 are summarized as follows:
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| Three Months Ended |
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| Nine Months Ended |
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| From May 5, 2011 (Inception) To |
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Revenue |
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Office and general |
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| 292 |
|
|
| Nil |
|
|
| 496 |
|
|
| 69 |
|
|
| 3,618 |
| ||
Professional fees |
|
| 13,965 |
|
|
| 4,313 |
|
|
| 18,465 |
|
|
| 7,988 |
|
|
| 35,672 |
| ||
Net Loss |
| $ | (14,257 | ) |
| $ | (4,313 | ) |
| $ | (18,961 | ) |
| $ | (8,057 | ) |
| $ | (39,289 | ) |
We generated no revenue for the period from May 5, 2011 (inception) to February 28, 2013. Our operating expenses during the three months ended February 28, 2013 were $14,257 compared to $4,313 during the same period ended 2012. Our operating expenses during nine months ended February 28, 2013 were $18,961 compared to $8,057 during the same period ended 2012. Operating expenses for the three and nine month periods ended February 28, 2013 consisted primarily of professional fees along with office and administrative expenses. We incurred operating expenses of $39,289 for the period from May 5, 2011 (inception) to February 28, 2013. We recorded a net loss of $14,257 for the three months ended February 28, 2013, as compared with $4,313 for the period ended February 29, 2012, a net loss of $18,961 for the nine months ended February 28, 2013, as compared with $8,057 for the period ended February 29, 2012 and $39,289 for the period from May 5, 2011 (inception) until February 28, 2013.
We anticipate our operating expenses will increase as we implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with our ongoing operating expenses as a reporting company under the Securities Exchange Act of 1934.
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Liquidity and Capital Resources
Working Capital
|
| As of |
|
| As of |
| ||
|
| February 28, 2013 |
|
| May 31, 2012 |
| ||
Current Assets |
| $ | 35,000 |
|
| $ | 191 |
|
Current Liabilities |
| $ | 64,249 |
|
| $ | 10,479 |
|
Working Capital |
| $ | (29,249 | ) |
| $ | (10,288 | ) |
Cash Flows
|
|
|
|
|
|
|
|
|
|
| Nine Month |
|
| Nine Month |
| ||
|
| Period Ended |
|
| Period Ended |
| ||
|
| February 28, 2013 |
|
| February 29, 2012 |
| ||
Cash provided by (used in) Operating Activities |
| $ | (41,663 | ) |
| $ | (4,950 | ) |
Cash provided by (used in) Financing Activities |
|
| 42,992 |
|
| Nil |
| |
Cash provided by (used in) Investing Activities |
| Nil |
|
| Nil |
| ||
Net Increase (Decrease) in Cash |
| $ | 1,329 |
|
| $ | (4,950 | ) |
As of February 28, 2013, we had total current assets of $35,000 and current liabilities of $64,249. We have a working capital deficit of $29,249 as of February 28, 2013.
We used $41,663 in cash for operating activities for the nine month period ended February 28, 2013 compared with $4,950 for the same period in 2012. The increase in use of cash of $36,713 in operating activities is mainly attributed to an increase in receivable from an affiliate.
Cash provided by financing activities for the nine month period ended February 28, 2013 was $42,992 compared to $Nil for the same period in 2012. The increase in cash provided by financing activities was due loans from a related party.
For the nine month period ended February 28, 2013, we did not generate any cash flows from investing activities.
Cash Requirements
Over the next 12 months we intend to carry on business as a development stage video analytics and security company. We anticipate that we will incur the following operating expenses during this period:
|
|
Estimated Funding Required During the Next 12 Months | |
Expense | Amount |
Research and Development | $250,000 |
Fixed asset purchases | 50,000 |
Consulting and Management Fees | 50,000 |
Professional fees | 80,000 |
Rent | 60,000 |
Travel and Marketing | 475,000 |
Other general administrative expenses | 350,000 |
Total | $1,315,000 |
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We will require additional funds of approximately $1,315,000 over the next twelve months to implement our growth strategy. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.
Purchase of Significant Equipment
We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.
Going Concern
Our companys financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, our company has a working capital deficit of $29,249, an accumulated deficit of $39,289 and net loss from operations since inception of $39,289. Our company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. Our company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that our company will be successful in either situation in order to continue as a going concern. Our company is funding its initial operations by way of issuing Founders shares. |
|
Our officers and directors have committed to advancing certain operating costs of our company, including legal, audit, transfer agency and edgarizing costs. |
|
In order to continue as a going concern, our company will need, among other things, additional capital resources. Managements plan is to obtain such resources for our company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that our company will be successful in accomplishing any of its plans. |
|
The ability of our company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern. |
Contractual Obligations
As a smaller reporting company, we are not required to provide tabular disclosure obligations.
Inflation
Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.
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Seasonality
Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, in the event that we succeed in bringing our planned products to market.
Critical Accounting Policies
Recent Accounting Pronouncements Our company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the companys financial statements. |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Managements Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Effective April 4, 2013, and pursuant to the terms of the share exchange agreement with Eclipse Delaware, Maria Belisario resigned as a sole director, president, secretary, treasurer, chief financial officer and chairman of the board of directors of our company. Concurrently, Stephen Miller was appointed sole director, president, chief financial officer and secretary to fill the vacancy created by Ms. Belisarios resignation.
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Item 6. Exhibits
Exhibit No. | Description |
(2) | Plan of acquisition, reorganization, arrangement, liquidation or succession |
2.1 | Share Exchange Agreement among Auto Home Lock, Inc., Eclipse Identity Recognition Corporation and the Shareholders of Eclipse Identity Recognition Corporation dated January 16, 2013 (incorporated by reference to our Current Report on Form 8-K filed on January 16, 2013). |
(3) | (i) Articles; (ii) By-laws |
3.1 | Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on July 26, 2011) |
3.2 | By-Laws (Incorporated by reference to our Registration Statement on Form S-1 filed on July 26, 2011) |
3.3 | Certificate of Amendment filed on December 5, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012.) |
(10) | Material Contracts |
10.1 | Share Exchange Agreement dated January 16, 2013 between our company and Eclipse Identity Recognition Corp. (Incorporated by reference to our Current Report on Form 8-K filed on February 13, 2013) |
10.2 | Bridge Loan Agreement dated February 8, 2013 between our company and Eclipse Identity Recognition Corp. (Incorporated by reference to our Current Report on Form 8-K filed on February 13, 2013) |
(21) | Subsidiaries of the registrant |
21.1 | Eclipse Identity Recognition Corporation, a Delaware corporation, wholly owned |
(31) | Rule 13a-14(a) / 15d-14(a) Certifications |
31.1* | Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
(32) | Section 1350 Certifications |
32.1* | Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
101** | Interactive Data File |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
* | Filed herewith. |
|
|
** | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
| ECLIPSE IDENTITY RECOGNITION CORPORATION |
|
|
|
|
Date: April 23, 2013 | /s/ Stephen Miller |
| Stephen Miller |
| President, Chief Financial Officer, Secretary and Director |
| (Principal Executive Officer, Principal Financial Officer |
| and Principal Accounting Officer) |
19