BIGtoken, Inc. - Quarter Report: 2016 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, 2016

Commission file no.: 000-55519

Force Protection Video Equipment Corp.

(Name of Small Business Issuer in its Charter)

Florida		45-1443512
(State or other jurisdiction of		(I.R.S.Employer
incorporation or organization)		Identification No.)
140 Iowa Lane, Suite 101 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 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 February 23, 2016, there were 18,755,095 shares of voting stock of the registrant issued and outstanding.

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FORCE PROTECTION VIDEO EQUIPMENT CORP.

FORM 10-Q

TABLE OF CONTENTS

                                                                        

PAGE

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets as of January 31, 2016 (Unaudited)

and April 30, 2015 (audited)

3

Condensed Consolidated Statements of Operations for the Three and

Nine Months Ended January 31, 2016 and 2015 (Unaudited)

4

Condensed Consolidated Statements of Cash Flows for the

Nine Months Ended January 31, 2016 and 2015 (Unaudited)

5

Notes to Condensed Consolidated Financial Statements  

 

6

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

19

Item 4.

Controls and Procedures

23

PART II - OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

24

Item 5.

Other Information

24

Item 6.

Exhibits

25

Signatures

26

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

(The accompanying notes are an integral part of these financial statements)

3

(The accompanying notes are an integral part of these financial statements)

4

(The accompanying notes are an integral part of these financial statements)

5

FORCE PROTECTION VIDEO EQUIPMENT CORP.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2016 AND 2015

NOTE 1 – ORGANIZATION AND GOING CONCERN  

Organization

Force Protection Video Equipment Corp., (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 Force Protection Video Corp. 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 our business did not grow, we decided to change our business model, change the company’s name, and now focus on the sale of mini body video cameras to consumers and law enforcement.  In conjunction with the change in business focus, we then ceased our prior business.

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

During the nine months ended January 31, 2016, the Company recognized revenue of $49,366 and a net operating loss of $352,465. As of January 31, 2016, the Company had negative working capital of $17,648 and an accumulated deficit of $827,231.

In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

Basis of Presentation

The unaudited financial statements of Force Protection Video Equipment Corp. (the “Company”) as of January 31, 2016, and for the three and nine months ended January 31, 2016 and 2015, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2015, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Cash and Cash Equivalents

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

Inventory

Our inventory is comprised of finished goods, cameras and recording equipment. The Company’s inventory is stated at the lower of cost or market.  

Allowance for doubtful accounts

The Company will recognize an allowance for losses on accounts receivable in an amount equal to the estimated probable losses, net of recoveries.   As of January 31, 2016, no allowance was necessary.

Property and Equipment

Fixed assets are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. Depreciation for financial statement purposes is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

		Estimated
		Useful Lives
Office Equipment		3 - 5 years
Furniture & equipment		5 - 7 years

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Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgements that affect the amounts reported in the Financial Statements and accompanying notes. Estimates are used for the following, among others:

·

Inventory valuation and liability

·

Loss contingencies and product warranties

·

Fair value measurements

·

Income taxes

The actual results experienced by the Company may differ materially from management’s 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. The Company’s revenue recognition policies are in compliance with SAB 104.

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

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

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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, 2016 and April 30, 2015 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.  

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.

Recent Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Business Combinations (Topic 805). This ASU eliminates the requirement for retrospective application of measurement period adjustments relating to provisional amounts recorded in a business combination as of the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. For public business entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted.

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In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. We expect the adoption of this guidance will not have a material impact on our financial statements.

In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis”, which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Company’s effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

 

In January 2015, the FASB issued ASU 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”, which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company’s effective date for adoption is May 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). On July 9, 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. Based on the Board's decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard.

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements.

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NOTE 3 - FIXED ASSETS

Fixed assets consisted of the following:

		January 31,	April 30,
		2016	2015
Furniture and fixtures		6,212	-
In process		(165)	-
Total fixed assets		$             6,047	$                 -

During the three and nine months ended January 31, 2016, the Company recognized $165 and $165, respectively, in depreciation expense.

NOTE 4 – CONVERTIBLE PROMISSORY NOTES

Following is a summary of our outstanding convertible promissory notes as of January 31, 2016:

The company determined that each convertible promissory notes conversion feature is indexed to the Company’s stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the notes meets the scope exception under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 815-40-15-7 and treatment under ASC 470-20 – Debt with Conversion and Other Options is appropriate.

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EMA Financial, LLC

On August 25, 2015 the Company entered into a Securities Purchase Agreement with EMA Financial, LLC (“EMA”), for the sale of an 8% convertible note in the principal amount of $105,000 (the “EMA Note”) of which the Company received $80,504 after payment of legal and due diligence fees of $5,000, finder's fee of $9,500 and original issue discount (“OID”) of $9,996. The EMA Note matures in twelve (12) months on August 25, 2016. The EMA Note is convertible into common stock, at EMA’s option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall EMA effect a conversion if such conversion results in EMA beneficially owning in excess of 4.9% of the outstanding common stock of the Company. The EMA Note can be prepaid, at redemption premiums ranging from 125% to 140%, until 90 days following the issuance date of the EMA Note, after which the Company has no right of repayment. Any amount of principle or interest which is not paid when due shall bear interest as the rate of twenty-four percent (24%). Upon the occurrence of an event of default and at the option of the EMA, the Company shall either pay an amount equal to the greater of (i) 150% of the then outstanding principle and interest, or (ii) the "parity value" of the "default sum" to be prepaid, where parity value means the highest number of shares of common stock issuable upon conversion of or otherwise pursuant to such "default sum" in accordance with Article 1, treating the trading day immediately preceding the "mandatory prepayment date" as the "conversion date" for purposes of determining the lowest applicable conversion price.

The EMA Note principle was discounted for the value of the OID, legal fees and finder’s fee totaling $24,496, and the intrinsic value of the beneficial conversion feature of $80,504 which was computed as the difference between the fair value of the common stock issuable upon conversion of the EMA Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $145,000. As this amount resulted in a total debt discount that exceeds the EMA Note proceeds, the discount recorded for the beneficial conversion feature was limited to the principal amount of the EMA Note. The resulting $105,000 discount is being accreted over the 12 month term of the EMA Note.

During the three and nine months ended January 31, 2016, the Company recognized interest expense of $2,170 and $3,723, respectively. During the three and nine months ended January 31, 2016, the Company recognized debt discount accretion of $26,393 and $45,614, respectively.

Adar Bays, LLC

On September 11, 2015 the Company entered into a Securities Purchase Agreement with Adar Bays, LLC ("Adar") for the sale of an 8% convertible note in the principal amount of $81,000 (which includes Adar legal expenses in the amount of $6,000) (the “Adar Note”) of which Adar funded $27,000 upon closing. We have no obligation to pay Adar any amounts on the unfunded portion of the Adar Note. Additionally, Adar issued to the Company two notes, aggregating $54,000, bearing interest at the rate of 8% per annum with each note maturing eight months from September 11, 2015 (the “Adar Buyer Notes”). The Adar Buyer Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity.

The Adar Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on September 11, 2016. The Adar Note is convertible into common stock anytime after 6 months, at Adar’s option, at a price for each share of common stock equal to 60% (the “Conversion Factor”) of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In the event the Company elects to prepay all or any portion of the Adar Note during the first 180 days, the Company is required to pay to Adar an amount in cash equal to 150% multiplied by the sum of all principal and interest. The note may not be prepaid after the 180th day.

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Adar has agreed to restrict its ability to convert the Adar Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.9% of the then issued and outstanding shares of common stock. The Adar Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Adar Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes.

The Adar Note principle was discounted for the value of the legal fees of $2,000 and the intrinsic value of the beneficial conversion feature of $25,000 computed as the difference between the fair value of the common stock issuable upon conversion of the Adar Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $40,856. As this amount resulted in a total debt discount that exceeds the Adar Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the Adar Note. The resulting $27,000 discount is being accreted over the 12 month term of the Adar Note.

During the three and nine months ended January 31, 2016, the Company recognized interest expense of $544 and $840, respectively. During the three and nine months ended January 31, 2016, the Company recognized debt discount accretion of $6,805 and $10,504, respectively.

LG Capital Funding, LLC

On September 11, 2015 the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG") for the sale of an 8% convertible note in the principal amount of $81,000 (which includes LG legal expenses in the amount of $6,000) (the “LG Note”) of which LG funded $27,000 upon closing. We have no obligation to pay LG any amounts on the unfunded portion of the LG Note. Additionally, LG issued to the Company two notes, aggregating $54,000, bearing interest at the rate of 8% per annum with each note maturing eight months from September 11, 2015 (the “LG Buyer Notes”). The LG Investor Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity.

The LG Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on September 11, 2016. The LG Note is convertible into common stock anytime after 6 months, at LG’s option, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In the event the Company elects to prepay all or any portion of the LG Note during the first 180 days, the Company is required to pay to LG an amount in cash equal to 150% multiplied by the sum of all principal and interest. The note may not be prepaid after the 180th day.

LG has agreed to restrict its ability to convert the LG Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.9% of the then issued and outstanding shares of common stock. The LG Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The LG Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes.

The LG Note principle was discounted for the value of the legal fees of $2,000 and the intrinsic value of the beneficial conversion feature of $25,000 computed as the difference between the fair value of the common stock issuable upon conversion of the LG Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $40,856. As this amount resulted in a total debt discount that exceeds the LG Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the LG Note. The resulting $27,000 discount is being accreted over the 12 month term of the LG Note.

13

During the three and nine months ended January 31, 2016, the Company recognized interest expense of $544 and $840, respectively. During the three and nine months ended January 31, 2016, the Company recognized debt discount accretion of $6,805 and $10,504, respectively.

Auctus Fund, LLC

On September 30, 2015 the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”), for the sale of an 8% convertible note in the principal amount of $66,000 (the “Auctus Note”) of which the Company received $57,500 after payment of legal and due diligence fees. The Auctus Note matures in nine (9) months on June 30, 2016. The Auctus Note is convertible into common stock, at Auctus’s option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Auctus effect a conversion if such conversion results in Auctus beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Auctus Note and accrued interest may be prepaid from the date of issuance with the following penalties: (i) within 30 days - 125%; (ii) within 31 - 60 days - 130%; (iii) within 61 - 90 days - 135%; (iv) within 91 - 120 days - 140%; (v) within 121 - 150 days - 145%; and (vi) within 151 - 180 days - 150%. After expiration of the 180 days following the issuance, the Auctus Note may not be prepaid. Any amount of principle or interest which is not paid when due shall bear interest as the rate of twenty-four percent (24%). Upon the occurrence of an event of default and at the option of the Auctus, the Company shall either pay an amount equal to the greater of (i) 150% of the then outstanding principle and interest, or (ii) the "parity value" of the "default sum" to be prepaid, where parity value means the highest number of shares of common stock issuable upon conversion of or otherwise pursuant to such "default sum" in accordance with Article 1, treating the trading day immediately preceding the "mandatory prepayment date" as the "conversion date" for purposes of determining the lowest applicable conversion price.

The Actus Note principle was discounted for the value of the legal and due diligence fees of $8,500 and the intrinsic value of the beneficial conversion feature of $57,500 computed as the difference between the fair value of the common stock issuable upon conversion of the Auctus Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $62,625. As this amount resulted in a total debt discount that exceeds the Auctus Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the Auctus Note. The resulting $66,000 discount is being accreted over the 9 month term of the Auctus Note.

During the three and nine months ended January 31, 2016, the Company recognized interest expense of $1,353 and $1,803, respectively. During the three and nine months ended January 31, 2016, the Company recognized debt discount accretion of $22,161 and $29,628, respectively.

JSJ Investments, Inc.

On October 6, 2015 the Company sold and JSJ Investments, Inc. (“JSJ”) purchased a 12% convertible note in the principal amount of $56,000 (the “JSJ Note”) of which the Company received $51,000 after payment of a $5,000 original issue discount. The JSJ Note matures in six (6) months on April 6, 2016. The JSJ Note is convertible into common stock, at JSJ ’s option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall JSJ effect a conversion if such conversion results in JSJ beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The JSJ Note and accrued interest may be prepaid at an amount equal to 150% of the outstanding principle and unpaid interest. Any amount of principle or interest which is not paid when due shall bear interest as the rate of eighteen percent (18%). Upon the occurrence of an event of default the balance of principle and interest shall increase to 150%.

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The JSJ Note principle was discounted for the value of the OID of $5,000 and the intrinsic value of the beneficial conversion feature of $51,000 computed as the difference between the fair value of the common stock issuable upon conversion of the JSJ Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $57,866. As this amount resulted in a total debt discount that exceeds the JSJ Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the JSJ Note. The resulting $56,000 discount is being accreted over the 12 month term of the JSJ Note.

During the three and nine months ended January 31, 2016, the Company recognized interest expense of $1,734 and $2,196, respectively. During the three and nine months ended January 31, 2016, the Company recognized debt discount accretion of $28,153 and $35,803, respectively.

Black Forest Capital, LLC

On October 8, 2015 the Company sold and Black Forest Capital, LLC (“Black Forest”) purchased a 10% convertible note in the principal amount of $53,000 (the “Black Forest Note”) of which the Company received $50,000 after payment of legal fees. The Black Forest Note matures in twelve (12) months on October 8, 2016. The Black Forest Note is convertible into common stock, at Black Forest’s option anytime following the issuance date, at a price for each share of common stock equal to 40% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Black Forest effect a conversion if such conversion results in Black Forest beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Black Forest Note and accrued interest may be prepaid within the 180 day period following the issuance date at an amount equal to 135% of the outstanding principle and unpaid interest. After expiration of the 180 days, the Black Forest Note may not be prepaid. Upon the occurrence of an event of default the balance of principle and interest shall increase to 140%.

The Black Forrest Note principle was discounted for the value of legal fees of $3,000 and the intrinsic value of the beneficial conversion feature of $50,000 computed as the difference between the fair value of the common stock issuable upon conversion of the Black Forest Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $127,199. As this amount resulted in a total debt discount that exceeds the Black Forest Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the Black Forest Note. The resulting $53,000 discount is being accreted over the 12 month term of the Black Forest Note.

During the three and nine months ended January 31, 2016, the Company recognized interest expense of $1,361 and $1,696, respectively. During the three and nine months ended January 31, 2016, the Company recognized debt discount accretion of $13,322 and $16,653, respectively.

RDW Capital, LLC

On November 10, 2015 (the “Closing Date”), we entered into a Securities Purchase Agreement (“RDW Agreement”) with RDW Capital, LLC (“RDW”), a Florida limited liability company wherein RDW committed to lend us up to $1,150,000 in convertible notes (the “RDW Financing”). On the Closing Date, we issued to RDW, an eight percent (8%) convertible note (the “Initial RWD Note”) in the principal amount of $157,500 of which the Company received $130,000 after payment of legal and due diligence fees totaling $27,500.

On December 31, 2015, in connection with the RDW Agreement, we issued to RDW a second convertible note in the principal amount of $105,000 (the “Second RDW Note”) of which the Company received $90,000 after payment of legal and due diligence fees totaling $15,000.

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On November 24, 2015, we entered into an amendment to the RDW Agreement which increased the amount of the RDW will invest to $2,262,500 of convertible notes payable in six (6) tranches with the first tranche of $157,500 and second tranche of $105,000 having already been paid; the third tranche of $500,000 due within five (5) business days after the effective date of a rregistration statement; the fourth tranche of $500,000 due within five (5) days after the effective date of a registration statement covering the fourth tranche; the fifth tranche of $500,000 within five (5) business days after the effective date of a registration statement covering the fifth tranche; and the sixth tranche of 500,000 within five (5) business days after the effective date of a registration statement covering the sixth tranche

The RDW Notes have the following terms and conditions:

· The principal amount outstanding accrues interest at a rate of eight percent (8%) per annum.

· Interest is due and payable on each conversion date and on the Maturity Date.

· RDW Notes mature five (5) months, after issuance.

· At any time, at the option of the holder, the RDW notes are convertible, into shares of our common stock at a conversion price equal to sixty percent (60%) of the lowest traded price of our common stock in the twenty (20) days prior to the conversion date, at any time, at the option of the holder (the “Conversion Price”).

· RDW Notes are unsecured obligations.

· We may prepay RDW Notes in whole or in part at any time with ten (10) days written notice to the holder for the sum of the outstanding principal and interest multiplied by one hundred and thirty percent (130%).  RDW may continue to convert the notes from the date of the notice of prepayment until the date of prepayment.

· RDW Notes have default interest of twenty-four percent (24%) per annum.

· Interest on overdue accrued and unpaid interest will incur a late fee of the lower of eighteen percent (18%) per annum or the maximum rate permitted by law.

· Upon an event of default under RDW Notes, RDW may accelerate the outstanding principal, plus accrued and unpaid interest, and other amounts owing through the date of acceleration (“Acceleration”).

· Upon Acceleration, the amount due will be one hundred thirty percent (130%) of the outstanding principal amount of the Note and accrued and unpaid interest, together with payment of all other amounts, costs, expenses and liquidated damages due under RDW Notes.

· In the event of our default, at the request of the holder, we must pay one hundred fifty percent (150%) of the outstanding balance plus accrued interest and default interest.

· We must reserve three (3) times the amount of shares necessary for the issuance of common stock upon conversion. 

· Conversions of the RDW Notes shall not be permitted if such conversion will result in the holder owning more than four point ninety-nine percent (4.99%) of our common shares outstanding after giving effect to such conversion.

The Initial RDW Note principle was discounted for the value of the legal and finder’s fees totaling $27,500 and the intrinsic value of the beneficial conversion feature of $121,406 which was computed as the difference between the fair value of the common stock issuable upon conversion of the Initial RDW Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $121,406. As this amount resulted in a total debt discount that was less than the Initial RDW Note principal, the full $121,406 discount was recognized. The resulting $148,906 discount is being accreted over the 5 month term of the Initial RDW Note.

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The Second RDW Note principle was discounted for the value of the legal fees totaling $15,000 and the intrinsic value of the beneficial conversion feature of $90,000 which was computed as the difference between the fair value of the common stock issuable upon conversion of the Second RDW Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $98,086. As this amount resulted in a total debt discount that exceeds the Second RDW Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the Second RDW Note. The resulting $105,000 discount is being accreted over the 5 month term of the Second RDW Note.

Related to the Initial RDW Note and Second RDW Note, during the three and nine months ended January 31, 2016, the Company recognized interest expense of $3,622. During the three and nine months ended January 31, 2016, the Company recognized debt discount accretion of $98,216.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Product Warranties

Our products are sold with a one (1) year manufacturer’s warranty. The Company has no obligation to provide warranty service or replacement. As a result, the Company does not record estimated warranty liabilities. The Company does offer an extended warranty for a fee based on the percentage of the price of the product sold. The extended warranty expires one year from the day the manufacturer warranty expires. Costs associated with providing warranty service or product replacement are expensed as incurred. Due to our limited operating history, we have not experienced any warranty related claims on our extended warranties.

Operating Lease

On March 21, 2015, the Company entered into a lease of office space at 130 Iowa Lane, Suite 102, Carry, North Carolina 27511. The lease expires on March 31, 2018. The Company has no other noncancelable operating leases. Future minimum lease payments under all noncancelable operating leases with an initial term in excess of one year as of January 31, 2016 are as follows:

Fiscal Year

2016

$3,694

2017

$14,776

2018

$14,776

2019

$9,851

Thereafter

$0

Rent expense for office space totaled $1,981 and $7,231 during the three and nine months ended January 31, 2016, respectively.

NOTE 6 – STOCKHOLDER'S EQUITY

As of January 31, 2016 and April 30, 2015, there were 18,755,095 and 18,295,000 shares of common stock outstanding, respectively. As of January 31, 2016 there were 1,000,000 shares of Series A Preferred Stock outstanding. No preferred stock was outstanding as of April 30, 2015.

On January 19, 2016, we amended our Articles of Incorporation to increase our authorized common stock from 50,000,000 shares to 250,000,000 shares and authorized the creation of 1,000,000 shares of Series A preferred stock with each share being entitled to 200 votes per share.

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During the nine months ended January 31, 2016, the Company issued preferred stock and common stock as follows:

·

10,095 shares of common stock in exchange for services valued at the close price of our stock resulting in stock compensation expense of $14,500,

·

450,000 shares of common stock for cash of $0.10 per share and received $45,000,  

·

1,000,000 shares of non-convertible Series A Preferred Stock to Paul Feldman, CEO, which entitle him to 200,000 votes per share or an aggregate of 200,000,000 votes on all matters submitted to our common stockholders. We valued the 1,000 Series A shares at $.0001 per share or an aggregate of $1,000.  

During the year ended April 30, 2015, the Company issued common stock as follows:

·

100,000 shares for cash of $0.50 per share and received $50,000,

·

50,000 shares for cash of $0.10 per share and received $5,000.  

·

On February 2, 2015, Paul Feldman, CEO, purchased 10,000,000 shares of our common stock for $.0001 per share or an aggregate of $1,000 from our former president.

NOTE 7 – INCOME TAXES

In September 2013, the Company’s sole shareholder and former 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 it’s 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, 2016, the Company’s NOL carryforward totaled $468,395; $15,616 of which will expire April 30, 2032, $38,259 on April 30, 2033, $62,999 on April 30, 2034 and $351,521 on April 30, 2035.

The Company’s tax returns are subject to examination by the federal and state tax authorities for years ended April 30, 2012 through 2015.  

NOTE 9 – SUBSEQUENT EVENTS

Management has reviewed material events subsequent of the quarterly period ended January 31, 2016 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”.  

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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, 2015 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.

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DESCRIPTION OF BUSINESS

The Company is in the business of selling mini body cameras and accessories. The Company’s president, Paul Feldman has extensive background and ties with law enforcement, and as such, the Company now focuses its business on the sale of mini body cameras to law enforcement agencies. FPVD distributes a mini body worn video camera known as the LE10 and related accessories including mounts. The LE10 can be mounted on helmets, tactical vest and riot shields. The LE10 has built-in Wi-Fi, providing connectivity with a smart phone or tablet to enable remote control and content viewing functionality. Video taken by the LE10 is stored by on a HD micro HD SD card which can be transferred to a computer for use as evidence.  Downloading the video into evidence requires no special software or expensive clouds storage contracts The LE 10 is equipped with a high definition microphone to capture and record audio. The LE10 can also be used only as a standalone audio recorder to record witness statements or conduct interviews.

The LE10 allows the use of smart phones as a remote control of the camera and has 100 meter WiFi range allowing its user to manage the device with their IPhone or Android device.  The LE10 provides high quality video with an 8 megapixel sensor and shoots video at a resolution of 1080 p. The device has 1/ 2.3 “sensor and can shoot in Full HD at 30 fps, and 8 MP photos with shutter speed of 8fps in burst mode. In photo mode, the user can take pictures with delayed timer. The device has three resolutions 1080P/30f, 720P/60f, 480P/120f and slow motion capability of 480P/120 fps.

In addition, FPVD sells products that enable its customers to capture content while engaged in a wide range of activity. It offers equipment-based mounts, such as the helmet, handlebar, roll bar and tripod mounts, as well as mounts that enable customers to wear the mount on their bodies, such as the wrist housing, chest harness and head strap. Other accessories include spare batteries, charging accessories. FPVD’s products are summarized below:

LE10 on-body mini camera

Remote Control

SD Card - 64GB

SD Card - 32GB

SD Card - 16GB

Ballistic Helmet Mount

Evidence Bags - 100 Count

Suction Mount

High Rated Suction Mount

Flotation Block - 1"

Flotation Block - 1 1/4"

Handheld Extension

Forcepro Charger

Small Helmet Mount

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Side Helmet Mount - Pack of 5

Small Clamp Mount

Static Dash Mount

Vented Helmet Strap

Helmet Friction Mount

Handheld Monopod

HDMI Cable

12V USB Adapter

Surf Mount

Product sales are generated from FPVD’s website, “forceprovideo.com” and sales are also generated by phone orders. FPVD employee two full-time sales persons. As we said above, FPVD’s customers include more than 50 state and local law enforcement agencies. FPVD’s sales and marketing efforts include print marketing brochures to federal and law state enforcement agencies. Customers purchase products are shipped from FPVD’s manufacturer in China to its facility in North Carolina where FPVD processes and ships the products to FPVD’s customers using Federal Express or United Parcel Services.

FPVD purchases its  finished products on an as needed basis from is  manufacturer Shenzhen AEE Technology Co Ltd (“AEE”), in Shenzen China who provides production, labeling and packaging of FPVD’s  finished product according to its specifications.

Comparison of Operating Results for the Three and Nine Months Ended January 31, 2016 to the Three and Nine Months Ended January 31, 2015

Revenues

For the three months ended January 31, 2016 we had $14,044 in revenues as compared to $1,500 for the three months ended January 31, 2015.  Our revenues for the three months ended January 31, 2016 were attributable to the sale of our cameras to several law enforcement agencies.  For the comparison period for the three months ended January 31, 2015 the sale of cameras had not started yet.

For the nine months ended January 31, 2016 we had $49,366 in revenues as compared to $5,000 for the nine months ended January 31, 2015.  Our revenues for the nine months ended January 31, 2016 were attributable to the sale of our cameras to several law enforcements agencies. For the comparison period for the nine months ended January 31, 2015 the sale of cameras had not started yet.

Cost of Goods Sold

For the three months ended January 31, 2016 we had cost of goods sold of $7,996 as compared to $0 for the three months ended January 31, 2015. Our cost of goods for the three months ended January 31, 2016 were attributable to the cost of our cameras, shipping and merchant costs.  Our cost of goods sold for the three months ended January 31, 2015 were $0 due to camera sales had not started yet.

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For the nine months ended January 31, 2016 we had cost of goods sold of $30,031 as compared to $0 for the nine months ended January 31, 2015. Our cost of goods for the nine months ended January 31, 2016 were attributable to the cost of our camera, shipping, and merchant costs. Our cost of goods sold for the nine months ended January 31, 2015 were $0 due to camera sales had not started yet.

Operating Expenses

For the three months ended January 31, 2016, we had operating expenses of $202,504 as compared to operating expenses of $8,645 for the three months ended January 31, 2015. The increase of $193,859 in operating expenses for the three months ended January 31, 2016 as compared to the three months ended January 31, 2015 was primarily attributable to an increase in salary, an increase research and development, along with additional legal and professional fees. These cost consisted of $9,927 of advertising fees, $11,681 of accounting and auditor fees, $45,638 of salary, $29,000 of research and development, $42,407 of legal fees and $63,851 of other general and administrative expenses.

For the nine months ended January 31, 2016, we had operating expenses of $371,800 as compared to operating expenses of $40,656 for the nine months ended January 31, 2015. The increase of $331,144 in operating expenses for the nine months ended January 31, 2016 was primarily attributable to an increase in advertising, salary, research and development, along with additional legal and other fees associated with the convertible notes which consisted of $29,878 of advertising fess, $28,629 of accounting and auditor fees, $29,000 of research and development, $77,140 of salary, $96,245 of legal and other fees related to the convertible notes and $110,908 of other general and administrative expenses.

Other Expense

For the three months ended January 31, 2016 we had other expenses of $214,367 as compared to other expenses of $0 for the three months ended January 31, 2015.  All the elements of other expense are related to our convertible promissory notes, including $12,512 of interest expense, and $201,855 accretion of debt discount related to deferred financing costs for finder’s fees paid in connection with our convertible promissory notes.

For the nine months ended January 31, 2016 we had other expenses of $261,642 as compared to other expenses of $0 for the nine months ended January 31, 2015. All the elements of other expense are related to our convertible promissory notes, including $14,720 of interest expense, and $246,922 of accretion of debt discount.

Net Loss

Our Net Loss for the three months ended January 31, 2016 was $410,823, consisting of the operating expenses referred to in the preceding paragraph. 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. The $403,678 increase in the Net Loss was attributable to the net increase in operating expenses referred to in the preceding paragraph.  

Our Net Loss for the nine months ended January 31, 2016 was $614,107, consisting of the operating expenses referred in the preceding paragraph of operating expenses.  Our Net Loss for the nine months ended January 31, 2015 was $35,656.  The $578,451 increase in the Net Loss is attributable to the net increase in operating expenses referred to in the preceding paragraph.

Liquidity and Working Capital

At January 31, 2016 our current assets were $269,583 as compared to current assets (and total assets) of $60,576 at April 30, 2015. The assets consisted of cash, cash equivalents, accounts receivable, inventory, fixed assets and prepayments. The increase of current assets as of January 31, 2016 is primarily attributable to cash received from the sale of inventory and convertible notes along with more inventory received.    

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At January 31, 2016, our current liabilities were $287,231 as compared to current liabilities (and total liabilities) of $17,017 as April 30, 2015.  The liabilities consisted of accounts payable, accrued expense, and convertible debts.  The increase is primarily attributable to the acquisition of short term debt agreements.     

Our net working capital at January 31, 2016 was ($17,648) as compared to a net working capital of $43,559 at April 30, 2015. The decrease in net working capital is primarily attributable to the increase in current liabilities obtaining the convertible debt as explained in the preceding paragraphs.

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 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, 2016. 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.

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.

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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 three months period ended January 31, 2016.  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 three months ended January 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II -     OTHER INFORMATION

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

None.

ITEM 5

           OTHER INFORMATION

None.

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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

* Filed herewith

⁽¹⁾ Incorporated by reference to Form S-1 filed on February 22, 2016

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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 Corp.
	(Registrant)
	By: /s/ Paul Feldman
March 15, 2016	Paul Feldman, President, CEO, CFO

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