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EX-32.1 - EXHIBIT 32.1 - Force Protection Video Equipment Corp.exhibit321.htm
EX-31.1 - EXHIBIT 31.1 - Force Protection Video Equipment Corp.exhibit311.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: April 30, 2015

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission File Number: 333-174404


Force Protection Video Equipment Corp.

(Exact Name of Registrant as Specified in its Charter)


Florida

  

45-1443512

(State of other jurisdiction of

  

(IRS Employer Identification

incorporation or organization)

  

Number)

 


140 Iowa Lane

Suite 101

Cary, NC 27511

(Registrant’s address)

 

(919) 780-7897

 (Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $.0001 per share



1




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X] 


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ] No [X] 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  [  ] No  [X] 


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated Filer  

[  ]   

Accelerated Filer                   

[  ]

Non-Accelerated Filer  

[  ]

Smaller Reporting Company

[X]   


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]  No [x]


State the aggregate market value of the voting and non-voting common equity held by non-affiliates (8,745,000 shares) computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s last day of the most recent fiscal year $87,450.


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The Issuer had 18,745,000 shares issued at July 1, 2015.















2




TABLE OF CONTENTS


ITEM 1: BUSINESS

5

  

 

ITEM 1A: RISK FACTORS

6

  

 

ITEM 1B: UNRESOLVED STAFF COMMENTS

11

  

 

ITEM 2: PROPERTIES

11

  

 

ITEM 3: LEGAL PROCEEDINGS

11

  

  

ITEM 4: RESERVED

  

11

  

  

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

  

12

  

  

ITEM 6: SELECTED FINANCIAL DATA

  

12

  

  

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

13

  

  

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

  

16

  

  

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  

17

  

  

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

  

18

  

  

ITEM 9A: CONTROLS AND PROCEDURES

  

18

  

  

ITEM 9B: OTHER INFORMATION

  

19

  

  

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

  

20

  

  

ITEM 11: EXECUTIVE COMPENSATION

  

22

  

  

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

  

23

  

  

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

  

23

  

  

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

  

24

  

  

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  

25

  

  

SIGNATURES

  

26


  



3




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


Statements in this Report may be “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Report, including the risks described under “Risk Factors,” “Management’s Discussion and Analysis” and “Our Business.”


There are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors, include, without limitation, the following: our ability to develop our technology platform and our products; our ability to protect our intellectual property; the risk that we will not be able to develop our technology platform and products in the current projected timeframe; the risk that our products will not achieve performance standards in clinical trials; the risk that the clinical trial process will take longer than projected; the risk that our products will not receive regulatory approval; the risk that the regulatory review process will take longer than projected; the risk that we will not be unsuccessful in implementing our strategic, operating and personnel initiatives; the risk that we will not be able to commercialize our products; any of which could impact sales, costs and expenses and/or planned strategies. Additional information regarding factors that could cause results to differ can be found in this Report and in our other filings with the Securities and Exchange Commission.


The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act.  Unless otherwise provided in this Report, references to the "Company,"  the "Registrant," the "Issuer," "we," "us," and "our" refer to Force Protection Video Equipment Corp.


  


























4




PART I

 

ITEM 1:

BUSINESS


Introduction


The Company is now in the business of selling mini body cameras. The Company’s president,  Paul Feldman has extensive background and ties with law enforcement, the Company now focuses its business on the sale of mini body cameras to law enforcement agencies. It does so through direct contact with these agencies to take advantage of Mr. Feldman’s 30 years of marketing experience to law enforcement.  In addition, the Company has established a web site at www.forceprovideo.com whereby customers can view the Company’s products and place orders. We believe that given recent current events which have taken place 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 manufacturer  in China for 1,000 action cameras, some of which were delivered in the first quarter  of fiscal 2016 and have already been sold to multiple police agencies.  In the first quarter of fiscal 2016, the Company   received multiple orders for the LE10 camera System. The LE10 is a small body worn high definition (HD) camera which is half the size and half the price ($195.00) of most law enforcement cameras currently available. The LE10 is rich with features such as still picture ability 8MP, WIFI, 4x zoom and audio recording. The LE10 does not require special software or expensive storage contracts. The video files can quickly be downloaded into a standard law enforcement case file and the micro SD cards are sealed in the provided static evidence bags and then securely stored in the department's evidence locker. The Company’s Video LE10 camera is a rugged HD design which incorporates Ambarella (NASDAQ "AMBA") made chips that allow cameras and other devices to record high definition video.


The Company anticipates receiving more orders in fiscal 2016 as the demand and public pressure for law enforcement agencies to wear body cameras grows. For example, in December 2014,  President Obama asked Congress for funding to buy 50,000 body cameras for law enforcement. That was followed up by the Department of Justice’s May 2015 announcement of its $20 million pilot program for police body cameras. In addition,  many states and local governments have also indicated that they intend to equip their law enforcement agencies with body cameras.  With Mr. Feldman’s experience with these agencies, the Company believes it is well situated to take advantage of this environment and generate significant sales of its mini cameras to these agencies.


Employees


At April 30, 2015. our only employee was our president, Paul Feldman. We have engaged consultants for accounting, legal, and other part-time and occasional services. Pursuant to a non written agreement with the Company, we pay Mr. Feldman a salary of $3,000 per month.


WHERE YOU CAN FIND ADDITIONAL INFORMATION


In addition to this Report, we are also required to file periodic reports and other information with the Securities and Exchange Commission, including quarterly reports and annual reports which include our audited financial statements.  You may read and copy any reports, statements or other information we file at the Commission’s public reference facility maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10:00am to 3:00pm. You can request copies of these documents, upon payment of a duplicating fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the Commission Internet site at http\\www.sec.gov. These filings may be inspected and copied (at prescribed rates) at the Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.





5




ITEM 1A.                RISK FACTORS


In the business sector in which we operate is extremely competitive. We compete with larger companies that are better funded including Tasar. We are in direct competition with such companies that sell similar equipment to law enforcement agencies.  



Risks Related To Our Operations And Financial Condition



We are an early stage company with significant capital resources deficiencies and we may not be able to raise adequate capital which could materially and adversely affect our ability to conduct business.


As an early stage company, we have a capital deficiency and limited operating resources.    The cash on hand in our bank accounts may not be sufficient to maintain our operations.  Even if we are able to obtain third party financing, the terms and condition of financing could have a material adverse affect on our business, results of operations, liquidity and financial condition.  Any investment in our shares is subject to the significant risk that we will not be able to adequately capitalize our Company.  Even if we are able to raise adequate capital, the cost of such capital may be burdensome and may materially impair our ability to fully implement our business plan.



The administrative costs of public company regulatory compliance could become burdensome and consume a significant amount of our cash resources which could materially and adversely affect our business.


We will incur significant costs and expenses in connection with assuring compliance with all laws, rules and regulations applicable to us as a public company.  We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $50,000 annually.  Our compliance costs and expenses could also increase substantially if we apply for trading of our securities on a national stock exchange which may have listing requirements that engender additional administration and compliance costs.  We have assigned a high priority to establishing and maintaining controls, procedures, corporate compliance and public company reporting; however, there can be no assurance that we will have sufficient cash resources available to satisfy our public company reporting and compliance obligations.  If we are unable to cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and penalties, our stock could be barred from trading in public capital markets and we may have to cease doing business.





6



Risks Related To Our Business



We will need additional funding in the future to pursue our business strategy.  If additional future funding is not available to us our financial condition could be materially and adversely affected and our business may fail.


Over the next twelve months, the Company will need to raise money to operate as planned.   There can be no assurance that additional financing arrangements will be available in amounts or on terms acceptable to us, if at all. Furthermore, if adequate additional funds are not available our business may fail.

  

Competition


The business sector in which we are in is extremely competitive. The principal competitive factors in our industry are marketing, pricing and quality of service and results.  We are in direct competition with other companies which maintain web sites, advertise and do cold calling after doing internet searches.  Most of our competitors are larger and better financed and therefore we may be unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.



Risks Related To Our Stock



We will need to raise additional capital. If we are unable to raise additional capital, our business may fail.


We will need to raise additional capital. Our current working capital is not expected to be sufficient to carry out all of our plans.  To secure additional financing, we may need to borrow money or sell more securities.  Under the current circumstances, we may be unable to secure additional financing on favorable terms, if available at all.



The market price of our common stock may be volatile which could adversely affect the value of your investment in our common stock.


The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:


  

  ·

fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;


  

  ·

changes in estimates of our financial results or recommendations by securities analysts;


  

  ·

changes in market valuations of similar companies;

 

  ·

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;


  

  ·

regulatory developments in the  United States or foreign countries;


  

  ·

litigation involving our company, our general industry or both;

  

 



7




  

  ·

investors general perception of us; and


  

  ·

changes in general economic, industry and market conditions.

 

We do not currently intend to pay dividends on our common stock and, consequently, the ability to achieve a return on your investment in our common stock will depend on appreciation in the price of our common stock.  If our common stock does not appreciate in value, investors could suffer losses in their investment in our common stock.


We do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our Board of Directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our Board of Directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends on our common stock.  As a result, the success of your investment in our common stock will depend on future appreciation in its value.  The price of our common stock may not appreciate in value or even maintain the price at which you purchased our shares.  If our common stock does not appreciate in value, investors could suffer losses in their investment in our common stock.


You may experience dilution of your ownership interests due to the future issuance of additional shares of our common stock which could be materially adverse to the value of our common stock.


We have 18,295,000 shares of our common stock issued and outstanding.  We are authorized to issue up to 50,000,000   shares of common stock. Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval.  We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock.  If we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities.  If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted and such equity securities may have rights, preferences or privileges senior or more advantageous to our common stockholders.

  

 

We anticipate that our common stock will initially be considered to be a "Penny Stock," which will cause the trading of our stock to be subject to significant regulations that could adversely affect the value of our common stock.


We anticipate that our common stock will initially be a low-priced security, or a “penny stock” as defined under rules promulgated under the Exchange Act.  A stock is a "penny stock" if it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a "recognized" national exchange; (iii) it is not quoted on The NASDAQ Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company with net tangible assets less than $2.0 million;or (v) if in business more than a continuous three years, or with average revenues of less than $6.0 million for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.



8




In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions probably decreases the willingness of broker-dealers to make a market in our common stock, decreases liquidity of our common stock and increases transaction costs for sales and purchases of our common stock as compared to other securities.  As a result of these effects, the trading value of our common stock could be materially and adversely affected.


OTCQB Listing


Our common stock is currently listed for trading on the OTC Market Group’s Pink Sheets under the symbol “FPVD” which we believe is the best place for our stock to trade on the over-the-counter market. Prior to this fiscal year, for our common stock to be listed for trading on the OTCQB we only had to be current in our SEC reporting. The OTC Market Group has now informed reporting companies that to maintain a listing on the OTCQB, companies would have to meet certain standards and pay fees to maintain its listing. The following is a summary of what we must do to maintain our OTCQB listing:


1.

Maintain a bid price of $.01

2.

Maintain current reporting with the SEC.

3.

Pay an annual listing fee of $10,000. However, we are eligible for a discount in the first two years of $7,500 per year.

4.

File an initial application with the OTC Market Group.

5.

File an Initial and Annual Certification signed by our CEO and/or CFO stating:


A.

The company’s reporting standard and briefly describing the registration status of the company.

B.

That the company is current in its reporting obligations to the SEC and that such information is available either on EDGAR or the OTC Markets website.

C.

State  the name of the law firm and/or attorneys that assist the company in preparing its annual report or 10-K.

D.

Confirm that the company profile on the OTC Markets website is current and complete.

E.

Confirm the total number of outstanding shares and the number of shares in the public float as of the most recent fiscal year end.

F.

State the names and shareholdings of all officers and directors and shareholders that beneficially own 5% or more of the total outstanding shares.


This is only a summary of the requirements and a complete and more detailed list may be found on the OTC Market Group’s web site at www.otcmarkets.com. We do not intend to complete and file the initial application and certifications with the OTC Market Group to maintain our common stock’s listing on the OTCQB because we believe it is too expensive.  



9




Broker-dealer requirements may affect the trading and liquidity of our stock which could materially and adversely affect the value of our common stock.


Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated there under by the SEC require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effectuating any transaction in a penny stock for the investor's account.  Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.  These requirements could discourage interest in trading in our common stock and could materially and adversely affect the public trading value of our common stock. 


Our securities will be subject to sales restrictions imposed by state “Blue Sky Laws” that will limit the States where our stock may be traded and could reduce the public market value of our stock.


State securities regulations may affect the transferability of our shares.  We have not registered any of our shares for sale or resale under the securities or "blue sky" laws of any state.  We do not currently plant to register or qualify our shares for sale or resale in any state.  In many states, but not all states, shareholders can generally make unsolicited sales of securities through registered broker-dealers.  Arkansas, Georgia, Illinois, Louisiana, New York, North Dakota, Ohio, Oregon and Tennessee, do not permit shareholders to make unsolicited sales of securities through broker dealers.  Persons who desire to purchase our shares in any trading market that may develop in the future should be aware that these state regulations may limit sales and purchases of our shares.  The inability to trade or sell our common stock in certain states could materially and adversely affect the public market value of our stock.


If a trading market for our securities develops, it may be volatile which could make it difficult to sell shares of common stock or cause sales of common stock at a loss.


If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history.  Furthermore, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders.  The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time.


The equity markets have recently experienced significant price and volume fluctuations that have adversely affected the market prices for many companies' securities.  These fluctuations may not be directly attributable to the operating performance of these companies.  Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.  As a result, stockholders may be unable to sell their shares, or may be forced to sell shares of our common stock at a loss.



10




Shares eligible for future sale may adversely affect the market price of our common stock.  The future sale of a substantial amount of our restricted stock in the public marketplace could reduce the price of our common stock.


From time to time, certain of our stockholders may be eligible to sell their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 of the Securities Act of 1933, as amended, subject to certain compliance requirements.  In general, under Rule 144, unaffiliated stockholders (or stockholders whose shares are aggregated) who have satisfied a six month holding period may sell shares of our common stock, so long as we have filed all required reports under Section 13 or 15(d) of the Exchange Act during the applicable period preceding such sale.  Generally, once a period of six months has elapsed since the date the common stock was acquired from us or from an affiliate of ours, unaffiliated stockholders can freely sell shares of our common stock so long as the requisite conditions of Rule 144 and other applicable rules have been satisfied.  Also generally, twelve months after acquiring shares from us or an affiliate, unaffiliated stockholders can freely sell their shares without any restriction or requirement that we are current in our SEC filings.  Any substantial sales of common stock pursuant to Rule 144 may have an adverse affect on the market price of our common stock.


Failure to achieve and maintain internal controls in accordance with Sections 302 and 404(a) of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.


If we fail to maintain adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time to time, we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud.  If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.


ITEM 1B:

UNRESOLVED STAFF COMMENTS


None.


ITEM 2:

      PROPERTIES

 

 

 On March 21, 2015, the Company entered into a lease for approximately 524 square feet. The lease expires on March 31, 2018 and the current rent is $750 per month.

 

ITEM 3:

LEGAL PROCEEDINGS


We are not aware of any pending or threatened litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results. We cannot assure you that we will not be adversely affected in the future by legal proceedings.

 

ITEM 4:

RESERVED


Not Applicable.




11



PART II


ITEM 5:

MMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES     

 

Market Information

 

Our common stock, par value $0.0001 per share (the "Common Stock"), is traded on the OTC Bulletin Board and   the OTC market Pink Sheets under the symbol "FPVD". Our common stock is traded sporadically. The following table represents the range of the high and low price for our Common Stock on the OTC Bulletin Board for each fiscal quarter for the last two fiscal years ending April 30, 2015, and 2014, respectively. These Quotations represent prices between dealers, may not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions.

 

 Year 2015

  

  High

  

 Low

  

  

  

  

  

 First Quarter

  

$ 0. 01

  

$ 0.01

 Second Quarter 

  

    0.01 

  

   0.01

 Third Quarter 

  

    0.01 

  

   0.01 

 Fourth Quarter

  

   0.01 

  

   0.01

  

  

  

  

  

 Year 2014

  

 High

  

 Low

  

  

  

  

  

 First Quarter

  

$0.01

  

$0.01

 Second Quarter 

  

  0.01

 

  0.01

 Third Quarter

  

  0.01

  

  0.01

 Fourth Quarter 

  

  0.01

  

  0.01


Holders


As of the date of this Report there are approximately 41 holders of record of our common stock in certificate form, exclusive of those brokerage firms and/or clearing houses holding our Common Stock in street name for their clientele (with each such brokerage house and/or clearing house being considered as one holder) and we have 18,295,000 shares of common stock issued and outstanding.


Dividend Policy


We have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.


Securities Authorized for Issuance Under Equity Compensation Plans


At the present time, we have no securities authorized for issuance under equity compensation plans.


ITEM 6:

SELECTED FINANCIAL DATA


Pursuant to permissive authority under Regulation S-K, Rule 301, we have omitted Selected Financial Data.

 



12




ITEM 7:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 


MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


Forward Looking Statements


The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Report. Some of the statements contained in this Report that are not historical facts are "forward­looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51­1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. We urge you to be cautious of the forward­looking statements, that such statements, which are contained in this Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward­looking statements include without limitation:


·

Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

·

Our ability to raise capital when needed and on acceptable terms and conditions;

·

The intensity of competition;

·

General economic conditions; and

·

Changes in government regulations.


The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward­looking statements contained or incorporated by reference herein to reflect future events or developments.


Comparison of Operating Results for the Twelve Months Ended April 30, 2015 to the Twelve Months Ended April 30, 2014:



13




Revenues


For the twelve months ended April 30, 2015 we had $5,000 in revenues as compared to $3,000 for the twelve months ended April 30, 2014. The increase in revenues are attributable to service contracts which we had with several customers when we are in the business of aiding clients attempting to improve their on line profile. As of February 1, 2015, we changed the business of the Company to the selling of mini body cameras with a focus on law enforcement agencies.  During the first quarter of fiscal 2016, the Company already has generated revenues from sales of its mini body cameras to law enforcement agencies.


Operating Expenses


For the twelve months ended April 30, 2015, we had operating expenses of $67,999, consisting primarily of  accrued officer compensation of $9,000 and $58,999 primarily from legal fees, accounting as   well as other general and administrative expenses. For the twelve months ended April 30, 2014, we had operating expenses of $58,415, consisting of accrued officer compensation of $10,000 and $48,415 of legal, accounting,   and other   general and administrative expenses.


Net Loss


Our Net Loss for the year ended April 30, 2015 was $62,999, as compared to a net loss of $55,415 for the year ended April 30, 2014. The 2015 fiscal year loss consists of $5,000 of revenues and $67,999 of expenses. The 2014 fiscalyear loss consists of $3,000 of revenues and $55,415 of expenses. The detail of the Company’s revenues and    expenses are disclosed in the preceding paragraphs. The net loss per share was $(0.00) in fiscal 2015 and $(0.01) in    fiscal 2014.


Liquidity and Working Capital:


At April 30, 2015 our current assets (and total assets) were $60,576 as compared to current assets (and total assets) of $53,751 at April 30, 2014. The assets consisted of cash, cash equivalents and prepayments. The decrease in cash in fiscal 2015 is primarily attributable to more operating expenses. The prepaid expenses consist of $750 prepaid rent and $24,600 of other assets.   


At April 30, 2015, our current liabilities (and total liabilities) were $17,017, which consisted of accounts payable and accrued expenses, primarily attributable to professional fees and accrued compensation, as compared to $2,192 as of April 30, 2014.


Our net working capital at April 30, 2015 was $43,559 as compared to a net working capital of $51,559 at April 30, 2014. The decrease in net working capital is primarily attributable to the decrease in cash explained in the two previous 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.



14




Working Capital


While we do not have in­place working capital to fund normal business activities, we are actively seeking financing.


Contractual Obligations and Other Commercial Commitments


Other than in the ordinary course of business, we currently do not have any obligations or commitments.


Warrants


As of April 30, 2015, we had no outstanding warrants.


Common Stock


As of April 30, 2015, there were 18,295,000 shares issued and outstanding.


Publicly Reporting Company Considerations


We will face several material challenges of operating as a publicly reporting company and we expect to incur significant costs and expenses applicable to us as a public company. We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $50,000 annually,, which we expect to pay for out of proceeds from our financing efforts during the next twelve months from the date of this report. Subsequent to the next twelve month reporting and compliance period, we expect to pay for our publicly reporting company compliance and reporting costs from our gross profits, although there is no assurance that sufficient revenues will be generated to cover said costs. We must structure, establish, maintain and operate our     Company under corporate policies designed to ensure compliance with all required public company laws, rules,  regulations, including, without limitation, the Securities Act of 1933, the Securities Act of 1934, the Sarbanes­ Oxley Act of 2002, the Foreign Corrupt Practices Act and the respective rules and regulations promulgated thereunder. Some of our more significant challenges of being a publicly reporting company will include the  following:


·

We will have to carefully prepare and file in the format mandated by the SEC all periodic filings required by the Securities Exchange Act of 1934 (Annual Report on Form 10­K, Quarterly Reports   on Form 10­Q, and interim reports of material significant events on Form 8­K), as well as insider reporting compliance for all officers and director under Section 16 of the Securities Exchange Act of 1934 on Forms 3, 4 and 5;

·

We will have to assure that our corporate governance principles and Board minutes are properly drafter and maintained;

·

We will have to carefully analyze and assess all disclosures in all forms of public communications; including periodic SEC filings, press releases, website postings, and investor conferences to assure legal compliance;

·

We will have to assure corporate and SEC legal compliance with respect to proxy statements and information statements circulated for our annual shareholder meetings, shareholder solicitations and other shareholder information events;



15




·

We will have to assure securities law compliance for all equity based employee benefit plans, including registration statements and prospectus distribution procedures;

·

We will have to continuously analyze the specific impact on our Company of all significant SEC initiatives, policies, proposals and developments, as well as assess the rules of the Public Company Accounting Oversight Committee on governance procedures of the Company and our audit committee;

·

We will have to comply with the specific listing requirements of a stock exchange if we qualify and apply for as such listing;

·

Being a public company increases our director and officer liability insurance costs;

·

We will have to interface with our Transfer Agent regarding issuance and trading of our common stock, which may include Rule 122 stock transfer compliance matters; and

·

We will incur additional costs for legal services as a function of our needs to seek guidance on securities law disclosure questions and evolving compliance standards.


We have assigned a high priority to corporate compliance and our public company reporting obligations, however,  there can be no assurance that we will have sufficient cash resources available to satisfy our public company reporting and compliance obligations. If we are unable to cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines and penalties, our stock could be barred from trading in public capital markets and we may have to cease operations.


Our actual results may differ from our projections if there are material changes in any of the factors or assumptions  upon which we have based our projections. Such factors and assumptions, include, without limitation, the development of our proprietary technology platform and our products, the timing of such development, market acceptance of our products, protection of our intellectual property, our success in implementing our strategic, operating and personnel initiatives and our ability to commercialize our products, any of which could impact sales, costs and expenses and/or planned strategies and timing. As a result, it is possible that we may require significantly more capital resources to meet our capital needs.


Off­Balance Sheet Arrangements


None.


ITEM 7A:

QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We did not have any operations which implicated market risk as of the end of the latest fiscal year. We expect that our planned operations will engender market risk, particularly with respect to foreign currency exchange rate risk. We intend to implement an analysis and assessment program which will on a regular basis determine exposures of the Company to such risks. We expect to report the results of all such quantitative and qualitative risk assessments prior to entering into any material agreements, and on an annual basis to our audit committee so that responsive risk management measures can be discussed and actions taken to the extent reasonably feasible. Inflationary factors in the future, such as increases in overhead costs, may adversely affect our operating results. A high rate of inflation in the future may have an adverse effect on our ability to manage selling, general and administrative expenses as a percentage of net revenues if our revenues do not increase with these increased costs.



16




ITEM 8: 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

  

Our financial statements have been examined to the extent indicated in their report by Baum & Company, P.A. for the years ended April 30, 2015, and  2014, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-X as promulgated by the Securities and Exchange Commission and are included herein, on Page F-2 hereof in response to Part F/S of this Form 10-K.





17




INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm

 

 

F-2

 

  

 

 

 

 

Balance Sheets

 

 

F-3

 

  

 

 

 

 

Statements of Operations

 

 

F-4

 

  

 

 

 

 

Statements of Stockholders’ Equity

 

 

F-5

 

  

 

 

 

 

Statements of Cash Flows

 

 

F-6

 

  

 

 

 

 

Notes to Financial Statements

 

 

F-7 to F-10

 

 






F-1



Baum & Company, P.A.

Certified Public Accountants

1688 Meridian Avenue, Suite 504

Miami Beach, Florida 33139


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors

Force Protection Video Equipment Corp. (formerly known as Enhance-Your-Reputation.Com, Inc.)


We have audited the accompanying balance sheets of Force Protection Video Equipment Corp. (formerly known as Enhance-Your-Reputation.Com, Inc.) as of April 30, 2015 and 2014 and the related statements of operations, cash flows and stockholders' equity for the years then ended.  These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.


In our opinion, these financial statements present fairly, in all material respects, the financial position of Force Protection Video Equipment Corp. (formerly known as Enhance-Your-Reputation.Com, Inc.) as of April 30, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.


Miami Beach, Florida

July 3, 2015

/s/ Baum & Company, P.A.





F-2




Force Protection Video Equipment Corp.

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

Balance Sheets


 

April 30, 2015

 

April 30, 2014

CURRENT ASSETS

 

 

 

     Cash and cash equivalents

$

35,226 

 

$

53,751 

     Other Assets

25,350 

 

0

          TOTAL CURRENT ASSETS

$

60,576 

 

$

53,751

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

     Accounts Payable and Accrued Expenses

17,017 

 

2,192 

          TOTAL CURRENT LIABILITIES

17,017 

 

2,192 

 

 

 

 

STOCKHOLDERS' (DEFICIT)

 

 

 

 

 

 

 

     Common stock, $0.0001 par value, 50,000,000 shares authorized, 18,295,000 and 18,145,000 shares issued and outstanding, respectively

1,829 

 

1,814 

     Additional paid-in capital

254,854 

 

199,870 

     Accumulated Deficit

(213,124)

 

(150,125)

          Total Stockholders' Equity

43,559 

 

51,559

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

60,576 

 

$

53,751 


See Accompanying notes to financial statements






F-3




Force Protection Video Equipment Corp.

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

Statements of Operations


 

For the Years Ended

 

April 30,

 

2015

 

2014

REVENUES

 

 

 

     Sales

$

5,000 

 

$

3,000 

 

 

 

 

EXPENSES

 

 

 

     Compensation to related parties

9,000 

 

10,000 

     General and Administrative

58,999 

 

45,415 

          Total Expenses

67,999 

 

58,415 

 

 

 

 

NET (LOSS) BEFORE INCOME TAXES

(62,999)

 

(55,415)

INCOME TAXES

 

 

 

     Provision for Income Taxes

 

 

 

 

 

NET (LOSS)

$

(62,999)

 

$

(55,415)

 

 

 

 

NET (LOSS) PER SHARE- BASIC AND DILUTED

$

 

$

0.01 

 

 

 

 

WEIGHTED AVERAGE OUTSTANDING SHARES BASIC AND DILUTED

18,148,846

 

5,699,965




See Accompanying notes to financial statements






F-4




Force Protection Video Equipment Corp.

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

Statements of Stockholders' Equity

For the Period April 30, 2013 through April 30, 2015


 

 

 

Additional

 

Total

 

Common Stock Issued

Paid-In

Accumulated

Stockholders'

 

Shares

Amount

Capital

Deficit

Equity

Balance April 30, 2013

2,645,000

$

264

$

26,636

$(94,710)

$

(67,810) 

 

 

 

 

 

 

Common Stock issued for cash to officer on

 

 

 

 

 

September 27,2013

7,500,000

750

6,750

 

7,500 

Cash received on November 18, 2013 for

 

 

 

 

 

Common Stock issued on April 28, 2014

8,000,000

800

79,200

 

80,000 

Capital Contribution from officers during fiscal

 

 

 

 

 

year 2014

 

 

87,284

 

87,284 

Net Loss, Year Ended April 30, 2014

 

 

 

$

(55,415)

$

(55,415)

Balance - April 30, 2014

18,145,000

1,814

199,870

$

(150,125)

51,559 

 

 

 

 

 

 

Common Stock Issued for Cash in March 2015

100,000

10

49,985

 

49,995 

Common Stock Issued for Cash in April 2015

50,000

5

4,999

 

5,004 

Net Loss, Year Ended April 30, 2015

 

 

 

$

(62,999)

$

(62,999)

Balance - April 30, 2015

18,295,000

$

1,829

$

254,854

$

(213,124)

$

43,559 




See Accompanying notes to financial statements






F-5




Force Protection Video Equipment Corp.

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

Statements of Cash Flows



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended April 30,

 

 

 

 

2015

 

2014

OPERATING ACTIVITIES

 

 

 

 

 Net (loss)

 

$

(62,999)

 

$

(55,415)

 

 Adjustments to reconcile net (loss) to

 

 

 

 

   net cash used by operating activities:

 

 

 

 

 Changes in operating assets

 

 

 

 

   and liabilities:

 

 

 

 

 

   Increase in prepaid expenses

(25,350)

 

 

 

   Increase in accounts payable and accrued expenses

14,825 

 

4,218 

 

 

 

 Net Cash Used by

 

 

 

 

 

 

    Operating Activities

(73,524)

 

(51,197)

 FINANCING ACTIVITIES

 

 

 

 

 

 Proceeds from sale of common stock

54,999 

 

87,500 

 

 

 Capital contributions from Stockholder

 

17,284 

 

 

 

 Net Cash Provided by

 

 

 

 

 

 

     Financing Activities

54,999 

 

104,784 

 

 

 NET INCREASE (DECREASE) IN CASH

(18,525) 

 

53,587 

 

 

 CASH AT BEGINNING  OF PERIOD

53,751 

 

164 

 

 

 CASH AT END OF PERIOD

$

35,226 

 

$

53,751 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

     Cash paid for interest

$

-

 

$

-

 

 

     Cash paid for taxes

$

-

 

$

-

 

 

NON-CASH FINANCING ACTIVITY

 

 

 

 

 

     Accrued officer compensation

 

 

 

 

     forgiven  and donated as    

     contributed capital

$

-

 

$

70,000



See Accompanying notes to financial statements





F-6




FORCE PROTECTION VIDEO EQUIPMENT CORPORATION

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

NOTES TO FINANCIAL STATEMENTS

AS OF APRIL 30, 2015


NOTE 1 – 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. Unfortunately, sales did not materialize as expected and as such, we decided to cease all its prior business and change the company’s name, now focus on the sale of mini body video cameras to consumers and law enforcement.  


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  


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.


Other Assets

The Company’s other assets are related to prepaid rent and an advance of $24,000 on a purchase commitment for inventory.  


Leases

On March 21, 2015, the Company entered into a lease for approximately 524 square feet. The lease expires on March 31, 2018.  The annual rents are $7016 for 2015, $9207 for 2016, $9483 for 2017 and $2388 for 2018.


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 April 30, 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.  




F-7




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 April 30, 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.




F-8




NOTE 3 - Stockholders’ Equity, sales of common stock, and contributed capital transactions


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 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.


On March 24, 2015 the Company received $50,000 from the sale of 100,000 shares of restricted common stock at $0.50 per share.


On April 14, 2015 the Company received $5,000 from the sale of 50,000 shares of restricted stock at $0.10 per share.  


NOTE 4 - 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.  




F-9




NOTE 5 – 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 April 30, 2015, the Company’s NOL carryforward totaled $116,874, $15,616 of which will expire April 30, 2032, $38,259 on April 30, 2033 and $62,999 on April 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 6 – Subsequent Event


In May 2015, we sold a total of 450,000 shares of our common stock to three accredited investors. These issuances were made pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.


The Company has evaluated subsequent events through the date of the issuance of the financial statements and has determined that there are no items to disclose.




F-10




ITEM 9:

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE     


We have not had any changes in or disagreements with our accountants regarding accounting and financial disclosure.


ITEM 9A: CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


In connection with the preparation of this annual report on Form 10-K, 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 April 30, 2015. 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 Over Financial Reporting


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 fourth quarter of fiscal year ended April 30, 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 fourth quarter of fiscal year ended April 30, 2015 that has materially affected or is reasonably likely to materially affect, the Company's internal controls over financial reporting.


ITEM 9B:

  OTHER INFORMATION


 In May 2015, we sold a total of 450,000 shares of our common stock to three accredited investors. These issuances were made pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.






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PART III


ITEM 10:

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

 

MANAGEMENT AND CERTAIN SECURITY HOLDERS


Directors, Executive Officers, Promoters and Control Persons


The following table presents information with respect to our officers, directors and significant employees as of April 30, 2015:


Name

Age

Position

Paul Feldman

51

Chief Executive Officer, President and Chief Financial Officer, Director

 

 

 


Biographical Information Regarding Officers and Directors


Mr. Feldman has served as our sole Director, President, CEO and CFO since February 1, 2015. From  October 2011 to January 29, 2015, Mr. Feldman served as President of Cobra Xtreme Video, Inc. sold video cameras to consumers and had sales in excess of $300,000 Prior to that, Mr. Feldman had  been an officer and director of a publicly traded company.  From 2001 through August 2009, Mr. Feldman served as President and a Director of Law Enforcement Associates, Inc. (LEA) whose common stock was previously listed on the OTCBB and the American Stock Exchange.  LEA was in the business of manufacturing surveillance products and audio intelligent devices which were sold to the military and law enforcement.  In his last year at LEA, Mr. Feldman helped LEA increase its net sales to over $10,000,000. In addition, Mr. Feldman was a named inventor on multiple patents relating to video surveillance


Term of Office


All of our directors are appointed for a one-year term to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders.  Our executive officers are appointed by our Board of Directors and hold office until removed by the Board.

 

    

 Significant Employees


At the present time, we have only one employee, our President, Mr. Paul Feldman who is compensation is $3,000 per month pursuant to an oral agreement with the Company.


Family Relationships


There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.




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Involvement in Certain Legal Proceedings


To the best of our knowledge, during the past five years, none of the following occurred with respect to a present director (or person nominated to become director), executive officer, founder, promoter or control person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. 


Section 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Exchange Act requires that the executive officers and directors, and persons who beneficially own more than 10% of the equity securities of reporting companies, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms we received, we believe that during the fiscal year ended  April 30, 2015, the filing requirements were  met.


Code of Ethics


We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.  To the knowledge of the Company, there have been no reported violations of the Code of Ethics.   


Whistleblower Procedures Policy


In accordance with the requirements of Section 301 of the Sarbanes-Oxley Act of 2002, the Board of Directors of the Company has adopted a Whistleblower Procedures Policy, stating that all employees of the Company are strongly encouraged to report any evidence of financial irregularities which they may become aware of, including those with respect to internal controls, accounting or auditing matters.  Under the Whistleblower Procedures Policy, the management of the Company shall promptly and periodically communicate to all employees with access to accounting, payroll and financial information the means by which they may report any such irregularities.  In the event an employee is uncomfortable for any reason reporting irregularities to his or her supervisor or other management of the Company, employees may report directly to any member of the Board of Directors of the Company.  The identity of any employee reporting under these procedures will be maintained as confidential at the request of the employee, or may be made on an anonymous basis.  Notice must be provided to all of the Company’s employees with access to accounting, payroll and financial information in respect of these procedures.


The Company does not have any Committees of the Board

 

Director Nominations


There have been no changes in the year ended April 30, 2015 to the procedures by which security holders may recommend nominees to our board of directors.




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ITEM 11:

EXECUTIVE COMPENSATION


Executive Compensation


The following table sets forth compensation for each of the past three fiscal years with respect to each person who served as Chief Executive Officer of the Company and each of the four most highly-compensated executive officers of the Company who earned a total annual salary and bonuses that exceeded $100,000 in any of the two preceding fiscal years.


Summary Compensation Table


Name and Principal

Position

Year (1)

Salary ($)

Stock Awards ($)

Total

  

  

  

  

  

Paul Feldman

2015

    $9,000

$0

$0


 

(1)

No officers earned over $100,000 in the preceding fiscal years.

  

Employment Agreements


The Company currently has no employment agreements with its executive officers or other employees.


Director Compensation


For the years ended April 30, 2015 and 2014, respectively, the directors were not awarded any options or paid any cash compensation.




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ITEM 12:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  


The following table sets forth the number of shares of common stock beneficially owned as of April 30, 2015 by (i) those persons or groups known to us to beneficially own more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group. Except as indicated below, each of the stockholders listed below possesses sole voting and investment power with respect to their shares.  The percentage of ownership set forth below assumes all share cancellations as disclosed are completed and reflects each holder’s ownership interest in the 18, 145,000 shares of  common stock issued and outstanding as of April 30, 2014. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company.

 

Name of Beneficial Owner

 

Amount and Nature of Beneficial Ownership

 

 

Percent of

Common Stock

 

Paul Feldman

 

10,000,000

 

 

 

 

53.5%

 

 

Potential Changes in Control


At the present time, there are no arrangements known, including any pledge by any person of securities, the operation of which may at a subsequent date result in a change in control of the Company.


Stock Option Plan Information


To date, the Company has not adopted a Stock Option Plan.  The Company may adopt an option plan in the future.


Adverse Interests


The Company is not aware of any material proceeding to which any director, officer, or affiliate of the Company, or any owner of record or beneficially of more than five percent of any class of the Company’s voting securities, or security holder is a party adverse to the Company or has a material interest adverse to the Company.


ITEM 13:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

 

Except as otherwise disclosed herein, since the beginning of the last fiscal year the Company has not entered into any other transactions, nor are there any currently proposed transactions, in which the Company was, or is, to be a participant and in which any related person had or will have a direct or indirect material interest.


During the past five years, none of the following occurred with respect to any founder, promoter or control person: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.




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ITEM 14:

PRINCIPAL ACCOUNTANT FEES AND SERVICES 


Audit Fees

The aggregate fees of Baum & Company, P.A. for professional services rendered for the audit of the Company's annual financial statements for the year ended April 30, 2015, totaled $12,300. The aggregate fees of Baum & Company, P.A for professional services rendered for the audit of the Company's annual financial statements for the year ended April 30, 2014 totaled $10,550.


Audit­Related Fees


The aggregate fees billed by Baum & Company, P.A. for audit related services for the years ended April 30, 2015 which are not disclosed in “Audit Fees” above, were $­0­ and for April 30, 2014, which are not disclosed in “Audit Fees” above, were $­0­.


Tax Fees


The aggregate fees billed by Baum & Company, P.A for tax compliance for the year ended April 30, 2015, were

$­0­. The aggregate fees billed by Baum & Company, P.A for tax compliance for the year ended April 30, 2014 were $­0­.


All Other Fees


The aggregate fees billed for services other than those described above, for the years ended April 30, 2015 and April 30, 2014, were $­0­.


Audit Committee Pre­Approval Policies


Our sole  Director reviewed the audit and non­audit services rendered by Baum & Company, P.A during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non­audit services performed by our independent accountants are pre­approved by our Board of Directors to assure that such services do not impair the auditors’ independence from us.


 





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 PART IV


ITEM 15:

  

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Financial Statements

 

Financial Statements for the years   April 2015 and April 30, 2014..

 

 

Exhibit No.

  

Description of Exhibits

  

 

 

 

 

Exhibit 31.1

  

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

  

  

  

  

Exhibit 31.2

 

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

Exhibit 32.1

  

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

  

 

  























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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Force Protection Equipment Video Corp

 

 

 

 

 

 

By:

/s/ Paul Feldman

 

 

Name:

 Paul Feldman

 

 

Title:

President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

Dated:    July 15, 2015


 



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