25 Apr Eclipse Identity Recognition Corp (EIRC) – now Nudg Media Inc. (NDDG)
We first did a report for Eclipse Identity Recognition Corp (EIRC) back on January 24, 2013 following a change of control, a name change from Auto Home Lock Inc, and 1000:1 forward split. See that report here.
EIRC had yet to sign any acquisition agreement let alone close one so it was still pretty early to know what type of promotion to expect even with the huge forward split. We had seen other tickers like BFLD do similarly huge forward splits and turn into flops so all we could do with EIRC was to wait for more clues in the future. We made some predictions on the future business operations of EIRC based on the background of the new CEO and were right on with our projections. The following is our original January 24, 2013 research report followed by all the updated information since January 24, 2013.
When I saw that Eclipse Identity Recognition Corp (AHLK) which is a new shell that hasn't even traded yet filed an 8K on January 15, 2013 to announce a 1000:1 forward split, I immediately thought AHLK has to be a prime candidate for a future paid promotion. That will create a lot of free trading stock owned by the company insiders. As I think about it more I have to wonder if that is just too big of a forward split for any paid promotion to support. Before analyzing the forward split too much let's take a closer look at AHLK and try to figure out what exactly we are dealing with here.
The AHLK shell started out as Auto Home Lock Inc, a Nevada business entity set up on May 5, 2011.
As is so common in these types of shells that are taken public with no real intention to achieve the forward looking business operations, but rather to be used to issue super cheap shares to insiders, pass off control, forward split the insider owned shares, then pump&dump the stock, Auto Home Lock Inc used a foreign individual for its nominee officer. The sole officer/director of Auto Home Lock Inc was a Brazilian named Raul Goncalves Pinheiro. Mr. Pinheiro is a 61 year old Real Estate agent (another common trend) from Brazil with no previous experience ever with any publicly traded shells.
As is also very common in these types of shells one of the attorney's on our top 10 list of attorneys to follow for a future paid promotion was intimately involved in setting up the shell - Thomas E. Puzzo (RAYS, NSRS, STNT, CLNP, TCLN, VOSC, TRTC, AGIN APCN, RIOB, JHDG, PINV, BOLD, FBTN, VCHS, SGUF, SLGA, LOVI).
The S-1 to take Auto Home Lock Inc public was filed July 26, 2011 (less than 3 months after the business was created - another sign that AHLK is a pump&dump shell).
Raul Goncalves Pinheiro owned all 5,000,000 outstanding shares at the time that Auto Home Lock Inc filed to go public.
The forward looking business plan used by Auto Home Lock Inc to get SEC approval was that they planned on offering an automated home lock system similar to the type used with cars that can lock and unlock the house and turn the alarm on and off from a device that attaches to your key chain.
AHLK didn't rent or own any property or office space. It used the Resident agents address for business correspondence and also had a mailing address in Brazil which I am assuming went to the home of the CEO, Raul Goncalves Pinheiro. AHLK also used a phone number and fax number that at one time was used by another publicly traded shell known as Lifestyle Choice Meals Inc.
Lifestyle Choice Meals Inc is another Thomas E. Puzzo shell that was granted public traded status, but was never granted its trading symbol. Like AHLK, Lifestyle Choice Meals Inc was an empty shell with a forward looking business plan. The sole officer/director of Lifestyle Choice Meals Inc was Andrea Worsley of Calgary. Lifestyles Choice Meals Inc stopped doing SEC filings in 2010. The shell was abandoned and has since been revoked by the Nevada SOS.
Auto Home Locks Inc got its S-1 approved by the SEC on January 6, 2012.
After being granted public trading status, AHLK sold 168,000 shares to some unnamed private seed shareholders at $.03/share raising $5,040. That was a fair cry from the amount of cash needed to develop their business plan. It didn't even cover the past expenses already owed by the shell.
The furthest AHLK ever got with their forward looking business plan was a domain name (autohomelock.com) that was registered using a private proxy and a website that is still under construction today.
Change of Control
Sine Auto Home Lock Inc was already cash poor by the time it got its trading symbol, it wasted no time in executing the next stage of its future pump&dump scheme.
On October 30, 2012, nominee officer, Raul Goncalves Pinheiro resigned from all of his positions and Maria Belisario took over as the sole officer and director of the AHLK shell.
The following is the bio listed for Mario Belisario in the 8K filing:
"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."
There really isn't much else available on the internet about Maria Belisario.
Forward Split/Name Change
On November 28, 2012, Maria Belisario through a share holder vote approved an authorized share increase from 75,000,000 to 5,200,000,000, a 1000:1 forward split, and a name change from Auto Home Lock Inc to Eclipse Identity Recognition Corporation. Here is a link to that 8K.
The changes were filed with the Nevada SOS on December 10, 2012.
On January 17, 2012, FINRA approved the changes.
Questions left unanswered
Who now owns those 5,000,000,000 shares?
It was never disclosed whether Maria Belisario acquired the 5,000,000 shares owned by Raul Goncalves Pinheiro when she took over as the sole officer/director of the shell so we will just assumed that she did. Maybe some day we will find out if she did and how much she had to pay for those shares.
That makes the new share count look as follows:
Authorized - 5,200,000,000 shares
Outstanding - 5,168,000,000 shares
Maria Belisario - 5,000,000,000 shares (restricted)
Seed Shareholders - 168,000,000 shares (free trading) costing only $.00003/share
Why change the name to Eclipse Identity Recognition Corporation?
We have already learned that Mario Belisario is the Vice President of Administration & Corporate Affairs for a real company named Eclipse Identity Recognition Corporation.
Here you'll see her listed as part of the management team for that company's website.
The Eclipses Identity Recognition Corporation profiled on that website was incorporated in Delaware on August 3, 2010.
The company has no proven business operations, but does tout face recognition technology as well as technology related to identity recognition. See their presentation here. From their website:
Eclipse Identity Recognition Technologies is a Delaware Corporation. The company's offices are located in San Jose, California with a satellite office in Tokyo, Japan.
The team members all have demonstrated expertise in biometrics and/or video management technologies.
The company is focused on the largest market share in security - "identity recognition in the imperfect world" where video is of poor quality and only partial data is available.
These technologies recognize individuals in a crowd from live and stored video streams, using facial detection and facial recognition biometrics, as well as personal characteristics such as height, clothes color, and face color.
The EIR technologies are designed for the "imperfect world" with low quality cameras, rain, poor lightning, and with only partial information. While many technologies attempt to achieve the highest accuracy in the most favorable conditions, the EIR philosophy is to make the best recommendation quickly in the most difficult of environments, leaving the end user to make the final decision.
To develop excellent identity recognition technologies for identifying individuals in a crowd from a live or stored video stream where cameras are at a less than ideal angle, weather is an issue, and working with low costs cameras.
Here is more information about the co-founder of Eclipse Identity Recognition Corporation, Stephen Miller.
Here is more information about the other co-founder of Eclipse Identity Recognition Corporation, Tony Otto.
What has not happened so far
No share exchange or acquisition or any other agreement between the AHLK shell and the Delaware entity known as Eclipse Identity Recognition Corp has been executed. They remain two totally separate unconnected entities.
All the AHLK shell has done to date is change their name to match the name of the Delaware entity known as Eclipse Identity Recognition Corporation.
What I expect to happen
I expect that at some point we will find out that Maria Belisario did acquire those 5,000,000,000 shares from Raul Goncalves Pinheiro.
I expect that at some time a share exchange agreement will be signed between Eclipse Identity Recognition Corp (AHLK) and the Delaware entity called Eclipse Identity Recognition Corp which was co-founded by Stephen Miller and Tony Otto.
As part of that share exchange agreement I expect that a big chunk of the 5,000,000,000 shares owned by Maria Belisario will be cancelled and a big chunk of new shares will be issued to the existing Eclipse Identity Recognition Corp (DE) share holders which consists mostly of Stephen Miller and Tony Otto.
I expect that Stephen Miller and Tony Otto will become new officers of the AHLK shell and the AHLK shell will receive a symbol change to match its new name, Eclipse Identity Recognition Corp.
I expect that those 168,000,000 free trading shares owned by the private seed shareholders that were involved in helping to set up the AHLK shell will get dumped into the market and I expect that to help them profit as much as possible there will be a paid promotion for Eclipse Identity Recognition Corp (AHLK).
The paid promotion is probably still several weeks (if not months) away because there is obviously a lot of corporate actions yet to be conducted.
WHAT HAS HAPPENED SINCE JANUARY 24, 2013
Symbol Change and Forward Split completed
On February 15, 2013, Eclipse Identity Recognition Corp got its new trading symbol, EIRC, and the 1000:1 forward split cleared.
Acquisition Agreement Closes
On February 13, 2013, EIRC filed an 8K for an acquisition agreement with Eclipse Identity Recognition Corp of Delaware just as expected. The agreement finally closed on April 4, 2013. The terms of the agreement were as follows:
i) 196,000,008 shares were issued to the Eclipse Identity Recognition Corp of Delaware shareholders
Those shares were split up as follows:
Stephen Miller - 77,358,793 shares
Anthony Otto - 58,541,789 shares
Samuel Schneibalg - 27,180,117 shares
Other Eclipse shareholders - 32,919,309 shares
ii) Maria Belisario cancelled 5,000,000,000 of her shares
iii) A change of control then took place
Maria Belisario resigned as a sole director, president, secretary, treasurer, Chief Financial Officer and Chairman of the Board of Directors of EIRC. Stephen Miller was appointed a sole director, president, chief financial officer and secretary to fill the vacancy created by Ms. Belisario’s resignation.
iv) A private placement was done selling
4,000,000 shares were sold at $0.025 per share for an aggregate total of $100,000.
Over the next 9 months, EIRC will sell another 16,000,000 shares at $.025/share to raise another $400,000 in private placements.
More about the new EIRC insiders
Stephen Miller - Mr. Miller has been the president and CEO of Aim8 Product Development Inc since at least 2005. Aim8 Product Development Inc was also a company focused on Identity Recognition software. See the website here.
Samuel Schneibalg - was the former CEO of Safetek International Inc (SFIN) from 2002 - 2004. During Mr. Schneibalg's tenure the ticker was nothing more than a shell and conducted a 1:1000 reverse split. It would go on to become a toxic ticker controlled by Corey Ribotsky.
Anthony Otto - Since 1998, Mr. Otto has run a business called Dynamic DeZig which sells racing signs and other racing apparel. See the website here. Mr. Otto is also the Senior Starter at the Venture Raceway. Mr. Otto also did some biometric algorithm programing for Mr. Miller at Aim8 Product Development Inc.
Eclipse Identity Recognition Corp (EIRC) registers to trade on the Frankfort Exchange
Up to this point EIRC was just a pre-promotion stock with a huge free trading share count. In early April, EIRC took a big step to make me think it could now be considered a possible future APS promotion ticker. EIRC registered to trade on the Frankfort Exchange. EIRC registered on the same exact day as NWYT and used the same market maker/broker that each of the last 6 Awesome Penny Stock promoted tickers also used, Renell Wertpapierhandelsbank AG.
New Current Share Count:
Outstanding - 368,000,008 shares
Stephen Miller - 77,358,793 shares
Anthony Otto - 58,541,789 shares
Samuel Schneibalg - 27,180,117 shares
14 Other Eclipse shareholders - 32,919,309 shares
Private Placement shareholders - 4,000,000 shares (costing $.025/share)
Seed shareholders - 168,000,000 shares - free trading (costing $.00003/share)
More about EIRC
EIRC offers a list of products related to Identity Recognition.
An advanced video forensics tool to locate individuals based on personal appearance characteristics
Click here for more info
FusionIR™ A software development kit (SDK) for integration of facial recognition in complex systems deployments and OEM products
Click here for more info
Watch the English EIRC video and the German video below
Because of the Frankfort listing and the 168,000,000 free trading shares of stock costing those share holders just $.00003/share, EIRC definitely has to be considered as a possibility for a future Awesome Penny Stock promotion.
EIRC seems to have a certain level of legitimacy to their business operations, but we often see real businesses of varying statuses merged into pump&dump shells to help support the true anonymous insiders of the pump&dump shell dumping their shares during a paid promotion.
Even if EIRC doesn't get picked up by APS, with 168,000,000 free trading shares of stock and a German listing it is bound to be picked up for a promotion by somebody.