BIGtoken, Inc. - Quarter Report: 2015 January (Form 10-Q)

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: January 31, 2015 Commission file no.: 333-174404

Force Protection Video Equipment Corporation

(Name of Small Business Issuer in its Charter)

Florida		45-144-3512
(State or other jurisdiction of		(I.R.S.Employer
incorporation or organization)		Identification No.)
103 Kingussie Court Cary, NC		27511
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (919) 780-7897

Securities registered under Section 12(b) of the Act:

Title of each class			Name of each exchange on which registered
None				None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 par value per share 

(Title of class)

Indicate by Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.   Yes [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S­T (§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). Yes [X]    No [ ]

Indicate by check mark whether the registrant is an accelerated filer, a non­accelerated filer, or a smaller reporting company.

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b­2 of the Exchange Act). [ ] Yes [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of January 31, 2015, there were 18,145,000 shares of voting stock of the registrant issued and outstanding.

Force Protection Video Equipment Corp

(f/k/a) Enhance-Your Reputation.com, Inc.

( A Development Stage Company)

Condensed Balance Sheets

See Accompanying notes to condensed financial statements

See accompany notes to condensed financial statements

See accompany notes to condensed financial statements

FORCE PROTECTION VIDEO CORPORATION

f/k/a ENHANCE-YOUR-REPUTATION.COM, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JANUARY 31, 2015

(UNAUDITED)

NOTE 1 – INTERIM UNAUDITED FINANCIAL STATEMENTS

The balance sheet of Force Protection Video Equipment Corporation. (the “Company”) as of January 31, 2015, and the statements of operations and cash flows for the three and nine months then ended, and the statement of stockholders’ equity from inception (March 11, 2011) to January 31, 2015, have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of January 31, 2015, and the results of its operations and cash flows for the three and nine months ended, and its changes in stockholders’ equity from inception (March 11, 2011) to January 31, 2015.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading and in conformity with the rules of the Securities and Exchange Commission. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on its Form 10-K for the fiscal year ended April 30, 2014.

NOTE 2 – COMPANY BACKGROUND AND ORGANIZATION

Force Protection Video Equipment Corporation, (the Company), was incorporated on March 11, 2011, under the laws of the State of Florida.  On February 1, 2015 the Company changed its name to its current name, Forced Protection Video Corporation. We were originally incorporated for the purpose of providing an online marketplace for artwork created by German artist Reinhold Mackenroth on the internet. Unfortunately, sales did not materialize as expected for M Street Galley Inc. and as such, we decided to transition our operations by going into the reputation management and enhancement business and changed the company’s name to Enhance-Your-Reputation.com Inc. When this business did not generate significant revenues, we decided to change the direction of the company to  focus on the sale of mini body video cameras to consumers and law enforcement. . See Note 7 ”Subsequent Events” below.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

Basis of Presentation – Development Stage Company

The Company is a development stage company as defined by ASC 915-10, “Development Stage Entities”. All losses accumulated since inception have been considered as part of the Company’s development stage activities. The Company has not earned any significant revenue from operations.

Among the disclosures required for development stage companies’ is that the financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an April 30 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.

Accounts Receivable

The Company may realize accounts receivable consisting of amounts owed by customers for services performed by the Company pursuant to “Service Agreement” contracts.  As of January 31, 2015 and April 30, 2014 there were no accounts receivable.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

Income Taxes

In accordance with ASC 740, deferred income taxes and benefits will be provided for the results of operations of the Company.  The tax effects of temporary differences and carry-forwards that give rise to significant portion of deferred tax assets and liabilities will be recognized as appropriate.  

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when (a) pervasive evidence of an arrangement exists (b) products are delivered or services have been rendered (c) the sales price is fixed or determinable, and (d) collection is reasonably assured.

Stock Based Compensation

Stock based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common stock by the weighted average number of shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There has not been any dilutive debt since inception.  

Fair Value Measurements

The Company follows the provision of ASC 820, “Fair Value Measurements And Disclosures”. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted principles, and enhances disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 – Valuations based on quoted prices for identical assets and liabilities in active market.

Level 2 – Valuations based on observable inputs other than quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgement.

As of January 31, 2015 and April 30, 2014 the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.  

Recent Accounting Pronouncements

In June 2014, FASB issued ASU 2014-10, Development Stage Entities, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance.  The removal of the DSE reporting requirements are effective for public entities for annual reporting periods beginning after December 15, 2014, and interim periods therein.  Early adoption of the new standard is permitted; however, the Company has not adopted the standard.

The Company does not expect the adoption of recently issued accounting pronouncements to have a material impact on the Company’s financial statements.

NOTE 4 - Stockholders’ Equity, sales of common stock, and contributed capital transactions

In March 2011, the Company sold 2,500,000 shares of their restricted common stock to the President and Founder of the company for $250.

In March 2011, the Company sold 91,000 shares of their restricted common stock, under Regulation S of the Securities Act of 1933, as amended, for the above issuances to non US citizens or residents. The shares were offered at a per share price of $.10, for an aggregate sum of $9,100.

In April, 2011, Pursuant to Rule 505 of Regulation D of the Securities Act of 1933, as amended, the company sold 54,000 shares of restricted common stock for $5,400.

In May, 2011, $1,500 in legal costs associated with the registration was paid for by a principal stockholder as a gift to the company, and thus was accounted for as contributed capital.

Throughout the 2013 fiscal year, the company received a total of $10,650 from its president, at no cost to the company, and is accounted for as a contribution of capital.

In May 2013, the Company received a total of $1,700 from its president, at no cost to the company, and is accounted for as contribution of capital.

On September 27, 2013, the Company received $750 from its new President in exchange for 7,500,000 common shares sold at $0.001 per share.

During the quarter ended October 31, 2013, the Company’s former President forgave $70,000 of accrued compensation and that was recorded as a contribution of capital.

During the quarter ended October 31, 2013, both the Company’s former and successor Presidents’ personally paid in the aggregate $22,284 of the Company’s obligations which consisted primarily of auditor, legal, and transfer agent fees. These transactions were accounted for as capital contributions.

On November 18, 2013, the Company received $80,000 from the sale of 8,000,000 share of restricted common stock at $0.01 per share.  The 8,000,000 shares were issued on April 28, 2014

During the quarter ended January 31, 2014, the Company’s former President paid $1,750 of the Company’s obligation to its auditor.  The transaction was accounted for as a capital contribution.

NOTE 5 - Related Party Transactions

The Company’s CEO’s ceased receiving any compensation for services as of July 31, 2013 because of the minimal time required to oversee the Company’s operations.

Commencing November 1, 2011 the Company’s former CEO and President, Mr. Mackenroth, was to receive a salary of $40,000 per year. This compensation was to be deferred until funds were available. In September 2013, the former officer sold his common stock to the Company’s current CEO and President and forgave $70,000 of accrued compensation that was owed to him as a capital contribution to the Company.

In May 2013, the Company received $1,700 from its president, at no cost to the Company, and is accounted for as a contribution of capital.

On September 27, 2013, the Company’s new CEO/President purchased 7,500,000 common shares at $0.001 per share for $7,500.

During the three month period ended October 31, 2013, both the Company’s former and successor Presidents’ personally paid in the aggregate $22,284 of the Company’s obligations which consisted primarily of auditor, legal, and transfer agent fees. These transactions were accounted for as capital contributions.

During the three month period ended January 31, 2014, the Company’s former president personally paid $1,750 of the Company’s obligation to its auditor.  The transaction was accounted for as a capital contribution.  

NOTE 6 – Income Taxes

In September 2013, the Company’s sole shareholder/President sold all of his common stock, which represented 94.5% of the Company’s issued and outstanding stock, to the Company’s new president. Pursuant to Internal Revenue Service (IRS) Code Section 382, an ownership change of greater than 50% triggers certain limits to the corporation’s right to use its net operating loss (NOL) carryovers each year thereafter to an annual percentage of the fair market value of the corporation at the time of the ownership change.

The Company determined that the ownership change referred to above will limit the Company to utilize $15,616 of the $41,828 of NOL’s it incurred prior to the ownership change.  

No deferred tax asset has been reported in the financial statements because the Company believes there is a 50% or greater chance that its NOL’s will expire unused. Accordingly, the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount.

As of January 31, 2015, the Company’s NOL carryforward totaled $85,531; $15,616 of which will expire April 30, 2032, $38,259 on April 30, 2033 and $31,656 on April 2034.

The Company’s tax returns are subject to examination by the federal and state tax authorities for years ended April 30, 2012 through 2014.  

NOTE 7 – Subsequent Event

As reported in our 8-K filed with the SEC on February 3, 2015, effective February 1, 2015, the control of the Company changed, its business model changed and so did its name.  Effective February 1, 2015, Douglas Ward resigned his positions as an officer and director of the Company and Paul Feldman was appointed as our sole officer and director, including president, secretary and chief financial officer. Mr. Feldman was previously the president of a publicly traded company, Law Enforcement Associates, Inc. (“LEA”).

Subsequent to January 31, 2015, we sold a total of 550,000 shares of our restricted common stock to two accredited investors for a total of $55,000. The shares were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed  financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our April 30, 2014 Annual Report on Form 10-K.

 

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our estimates of our financial results and our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

 

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

 

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed with the Securities and Exchange Commission (the “SEC”) with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

 

As used herein, the “Company,” “our,” “we,” or “us” and similar terms refers to Enhance-Your-Reputation.com, Inc. unless the context indicates otherwise.

DESCRIPTION OF BUSINESS

As reported in our 8-K filed with the SEC on February 3, 2015, effective February 1, 2015, the control of the Company changed, its business model changed and so did its name.  Effective February 1, 2015, Douglas Ward resigned his positions as an officer and director of the Company and Paul Feldman was appointed as our sole officer and director, including president, secretary and chief financial officer. Mr. Feldman was previously the president of a publicly traded company, Law Enforcement Associates, Inc. (“LEA”). During his approximate twenty year tenure with LEA, Mr. Feldman helped that company’s sales grow to over $10,000,000. LEA was in the business of manufacturing of surveillance products and audio intelligent devices which were sold to the military and law enforcement agencies.

With this background and experience, Mr. Feldman has changed the direction of the Company. Effective February 1, 2015, the Company amended its Articles of Incorporation to change its name to Force Protection Video Equipment Corp. and moved its headquarters to Cary, North Carolina. The Company applied for a new Cusip Number for its common stock and was assigned 34520J1088   as its new Cusip Number.  On March 5, 2015, FINRA approved the name change and assigned the Company a new trading symbol, FPVD.

The Company is now in the business of selling mini body cameras and with Mr. Feldman’s extensive background and ties with law enforcement, the Company intends to focus its sales to law enforcement agencies. It will do so through direct contact by Mr. Feldman with these agencies to take advantage of Mr. Feldman’s 30 years of marketing experience to law enforcement.  We believe that given recent current events between law enforcement agencies and the public, which has been widely reported by the media, there is a significant market for the Company’s products.  In late March 2015, the Company placed an order with a distributor in China for 1,000 action cameras which the Company anticipates taking delivery of in May 2015.

Comparison of Operating Results for the Three Months Ended January 31, 2015 to the Three Months Ended January 31, 2014

Revenues

For the three months ended January 31, 2015 we had $1,500 in revenues as compared to $2,000 for the three months ended January 31, 2014.  Our revenues for the three months ended January 31, 2015 are attributable to service contracts which we have with several customers.

Operating Expenses

For the three months ended January 31, 2015, we had operating expenses of $8,645, consisting primarily of legal fees, accounting and auditor fees as well as other general and administrative expenses.  For the three months ended January 31, 2014, we had operating expenses of $18,258.  The decrease of $9,613 in operating expenses for the three months ended January 31, 2015 as compared to the three months ended January 31, 2014 was primarily attributable to a decrease in need of legal, accounting and auditor fees.      

Net Loss

Our Net Loss for the three months ended January 31, 2015 was $7,145, consisting of the operating expenses referred to in the preceding paragraph. Our Net Loss for the three months ended January 31, 2014 was $16,258, consisting of the operating expenses referred to in the preceding paragraph. The $9,113 decrease in the Net Loss was attributable to the net decrease in operating expenses referred to in the preceding paragraph.  

Comparison of Operating Results for the Nine Months Ended January 31, 2015 to the Nine Months Ended January 31, 2014:

Revenues

For the nine months ended January 31, 2015 we had $5,000 in revenues as compared to $2,000 for the nine months ended January 31, 2014.  

Operating Expenses

For the nine months ended January 31, 2015, we had operating expenses of $40,656, consisting primarily of legal fees, accounting and auditor fees as well as other general and administrative expenses.  For the nine months ended January 31, 2014, we had operating expenses of $44,222.

Net Loss

Our Net Loss for the nine months ended January 31, 2015 was $35,656, consisting of the operating expenses referred to in the preceding paragraph. Our Net Loss for the nine months ended January 31, 2014 was $42,222, consisting of the operating expenses referred to in the preceding paragraph.   

Liquidity and Working Capital

At January 31, 2015 our current assets (and total assets) totaled $25,378, all of which was cash, as compare to current assets of $53,751 (all cash) at January 31, 2014.

Off Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial position, operating results, liquidity, capital expenditures of capital resources.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM 4.        CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this interim report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Chief Executive Officer / Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e), 13a-15(f) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of January 31, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer / Chief Financial Officer, to allow timely decisions regarding required disclosures. This assessment was based on criteria established in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The change in control of the Company which occurred effective February 1, 2015 and the corresponding appointment of Paul Feldman as our new Chief Financial Officer also as of that darte caused us to be late in filing our 10-Q for the period ended January 31, 2015.

We lack proper internal controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports 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 Chief Executive, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management has identified certain material weaknesses relating to our internal controls and procedures. The reason for the ineffectiveness of our disclosure controls and procedures was the result of the lack of segregation of duties and responsibilities with respect to our cash control over the disbursements related thereto. The lack of segregation of duties resulted from our limited accounting staff.

In order to mitigate the material weakness over financial reporting attributable to a lack of segregation of duties, the Company engages an independent CPA who analyzes transactions quarterly and annually and prepares the Company’s quarterly and annual financial statements.

Changes in internal controls

 

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the nine months period ended January 31, 2015.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the nine months ended January 31, 2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II -     OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A.       RISK FACTORS

Not applicable for a smaller reporting company.

ITEM 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.          DEFAULTS IN SENIOR SECURITIES

None

ITEM 4.          MINE SAFETY DISCLOSURE

None

ITEM 5

           OTHER INFORMATION

Subsequent to January 31, 2015, we sold a total of 550,000 shares of our restricted common stock to two accredited investors for a total of $55,000. The shares were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6.           EXHIBITS

(a)  The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

 

Exhibit No.  

 

Description

31.1    *

 

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1    *

 

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

* Filed herewith

 

Signatures

In accordance with Section 13 or 15(d) of the Securities Act of 1933, as amended, the Company caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	Force Protection Video Equipment Corporation. f/k/a Enhance-Your-Reputation.com, Inc.
	(Registrant)
	By: /s/ Paul Feldman
April 23, 2015	Paul Feldman, President, CEO, CFO