Attached files

file filename
EX-10.5 - FORM OF AB SECURITIES PURCHASE AGREEMENT - Force Protection Video Equipment Corp.ex105.htm
EX-10.7 - FORM OF AB COLLATERALIZED SECURED PROMISSORY NOTE - Force Protection Video Equipment Corp.ex107.htm
EX-10.4 - FORM OF BACK END NOTE DUE AB - Force Protection Video Equipment Corp.ex104.htm
EX-10.2 - FORM OF LG CONVERTIBLE PROMISSORY NOTE - Force Protection Video Equipment Corp.ex102.htm
EX-10.8 - FORM OF BACK END NOTE DUE AB - Force Protection Video Equipment Corp.ex108.htm
EX-10.6 - FORM OF AB CONVERTIBLE PROMISSORY NOTE - Force Protection Video Equipment Corp.ex106.htm
EX-10.1 - FORM OF LG SECURITIES PURCHASE AGREEMENT - Force Protection Video Equipment Corp.ex101.htm
EX-10.3 - FORM OF LG COLLATERALIZED SECURED PROMISSORY NOTE - Force Protection Video Equipment Corp.ex103.htm


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest event Reported): September 16, 2015


FORCE PROTECTION VIDEO EQUIPMENT CORP.

F/K/a Enhance-Your-Reputation.com, Inc.

 (Exact name of registrant as specified in its charter)


Florida

333-174404  

45-144-3512

(State or other jurisdiction of

(Commission File Number)

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

 

 

140 Iowa Lane, Suite 101

Cary, NC 27511

(Address of principal executive offices)

 

(919) 780-7897

(Registrant’s telephone number, including area code)

 

 

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)


o         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))


o         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))






 

1




Item 1.01   

ENTRY INTO A DEFNITIVE AGREEMENTS


Transaction 1


On September 11, 2015 the Registrant entered into a Securities Purchase Agreement with LG Capital Funding, LLC (“LG”) providing for the purchase of a Convertible Promissory Note in the principal amount of $27,000 and two Collateralized Secured Promissory Notes also each in the amount of $27,000 (the “LG Notes”) each bearing interest at the rate of 8% per annum, and the delivery by the Registrant of two Back End Notes payable to LG each in the principal amount of $27,000. The first 27,000 financing closed on September 18, 2015.


The LG Notes bear interest at the rate of 8% per annum.  All interest and principal must be repaid on or before September 11,  2016.  The LG Notes are convertible into common stock, at LG's option, at a 60% discount to the average of the twenty lowest closing prices of the Registrant’s common stock during the 20 consecutive trading days prior to conversion.  The two LG Collateralized Notes may only be converted by LG in the event  they are paid in full. In addition, The LG Notes also contain pre-payment penalties.  The Registrant is only required to make payments on the Back End Notes if LG funds the Collateralized Notes.


Transaction 2


On September 11, 2015 the Registrant entered into a Securities Purchase Agreement with Adar Bays, LLC (“AB”) providing for the purchase of a Convertible Promissory Note in the principal amount of $27,000 and two Collateralized Secured Promissory Notes also in the amount of $27,000 (the “AB Notes”) each bearing interest at the rate of 8% per annum, and the delivery  by the Registrant of two Back End Notes payable to AB each in the principal amount of $27,000. The first 27,000 financing closed on September 16, 2015. The first 27,000 financing closed on September 16, 2015.


The AB Notes bear interest at the rate of 8% per annum.  All interest and principal must be repaid on or before July 11, 2016.  The AB Notes are convertible into common stock, at AB's option, at a 60% discount to the average of the twenty lowest closing prices of the Registrant’s common stock during the 20 consecutive trading days prior to conversion.  The two AB Collateralized Notes may only be converted by LG in the event  they are paid in full. In addition, The AB Notes also contain pre-payment penalties.  The Registrant is only required to make payments on the Back End Notes if AB funds the Collateralized Notes.




Item 3.02

UNREGISERED SAKE OF EQUITIES SECURITIES


The information set forth in Item 1.01 is incorporated herein by reference. The issuance of the securities set forth herein were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act and Rule 506 promulgated thereunder in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient in each transaction; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipients of the notes were accredited investors.



2




Item 9.01 Exhibits


 

Exhibit Number

Description

 

 

 

10.1

 

 

Form of LG Securities Purchase Agreement

 

10.2

 

Form of LG Convertible Promissory Note

 

10.3

Form of LG Collateralized Secured Promissory Note

10.4

Form of Back End Note due AB

10.5

 

 

Form of AB Securities Purchase Agreement

 

10.6

 

Form of AB Convertible Promissory Note

 

10.7

Form of AB Collateralized Secured Promissory Note

10.8

Form of Back End Note due AB.










3




SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        Force Protection Video Equipment Corp.

  

    (Registrant)

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Paul Feldman

 

 

 

Paul Feldman, President

 

 

 

 

 

 


Dated: September 18, 2015



4