UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 14C
INFORMATION
Information Statement
Pursuant to Section 14(c)
of the Securities
Exchange Act of 1934
Check the appropriate
box:
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Preliminary Information
Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive Information
Statement |
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FORCE PROTECTION VIDEO EQUIPMENT
CORPORATION
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(Name of Registrant as
Specified in Its Charter)
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Commission File Number:
000-55519
Payment of Filing Fee
(Check the appropriate box):
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No fee required |
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Fee computed on table below per
Exchange Act Rules 14c-5(g) and 0-11. |
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(1)
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Title of each class of securities
to which investment applies: common stock. |
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(2)
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Aggregate number of securities to
which investment applies: not applicable. |
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11:
(set forth the amount on which the filing fee is calculated and
state how it was determined): Not Applicable. |
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(4)
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Proposed maximum aggregate value of
transaction: Not Applicable. |
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(5)
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Total fee paid: Not
Applicable. |
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Fee paid previously with
preliminary materials. |
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form
or Schedule and the date of its filing. |
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1)
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Amount Previously Paid: Not
Applicable. |
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2)
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Form, Schedule or Registration
Statement No.: Not Applicable. |
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3)
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Filing Party: Not Applicable. |
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4)
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Date Filed: Not Applicable. |
FORCE PROTECTION
VIDEO EQUIPMENT CORP.
1249 Kildaire Farm
Road
Cary, NC 27511
Telephone: (919)
271-2994
NOTICE OF ACTION
TAKEN WITHOUT A SHAREHOLDER MEETING
WE ARE NOT
ASKING YOU FOR A PROXY AND
YOU ARE
REQUESTED NOT TO SEND US A PROXY.
To the Stockholders of
Force Protection Video Equipment Corp.:
The
purpose of this Information Statement is to inform the stockholders
of Force Protection Video Equipment Corp. (“us”, “we” “Company” or
“our”) that our board of directors (the “Board” and a majority of
the voting power of our stockholders have approved the
following:
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(1)
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To amend Article IV of our Articles
of Incorporation to increase our authorized common stock from
twenty billion (20,000,000,000) shares to one trillion
(1,000,000,000,000) shares (the “Amendment”); and |
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(2)
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Approve an amendment to the
Company’s Articles of Incorporation to authorize the Board to
effect a Reverse Split of the Company’s issued and outstanding
Common Stock by a ratio of not less than 1-for-100 and not more
than 1-for-1,000,000, with the Board having the discretion as to
whether or not the Reverse Split is to be effected at any time
prior to September 30, 2021, and with the exact ratio of any
reverse split to be set at a whole number within the above range as
determined by the Board in its sole discretion. If the Board of
Directors moves forward with the Reverse Split, the authorized
capitalization of the Company will not change. |
On
September 30, 2020, our Board and the holders of the majority of
the voting power of our outstanding stock executed a written
consent approving the Amendment which will become effective upon
filing the Amendment with the Florida Secretary of State. Holders
of our Common Stock do not have appraisal or dissenter’s rights
under Florida Law in connection with the matters approved by the
stockholders in this Information Statement.
This
Information Statement serves as notice of the foregoing actions in
accordance with Florida General Corporation Law. The close of
business on September 30, 2020 is the record date (the “Record
Date”) for the determination of the holders of Common Stock
entitled to receive this Information Statement. As of the Record
Date, we had (i) 20,000,000,000 shares of Common Stock authorized
and (ii) 841,184,289 shares of Common Stock issued and outstanding,
each of which is entitled to one vote per common share. In
addition, we had 20,000,000 shares of Series A preferred stock
authorized, of which 5,000,000 shares of Series A preferred stock
are issued and outstanding and each of which outstanding shares of
Series A preferred stock is entitled to 200 votes per share.
NO VOTE OR OTHER ACTION
OF OUR STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION
STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
By Order of the Board
of Directors
Very truly yours,
Force Protection Video
Equipment Corp.
By: /s/ Paul
Feldman
Title: President and
Sole Director
Dated: September __,
2020
FORCE PROTECTION
VIDEO EQUIPMENT CORP.
1249 Kildaire Farm
Road
Cary, NC 27511
Telephone: (919)
271-2994
Email:
info@forcevideo.com
INFORMATION
STATEMENT
WE ARE NOT
ASKING YOU FOR A
PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement is being furnished on or about September [*],
2020 by the Board of Directors (the “Board”) of Force Protection
Video Equipment Corp., a Florida corporation (“us”, “we” “Company”
or “our”), to the holders of record of our issued and outstanding
common stock, par value $0.0001 per share (“Common Stock”), as of
the close of business on September 30, 2020, (the “Record Date”),
pursuant to Rule 14c-2 promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). We are also providing
notice to our stockholders pursuant to Florida General Corporation
Law that certain of our stockholders took action as described
herein by written consent on September 30, 2020. The purpose of
this Information Statement is to inform holders of our Common Stock
that the Board and shareholders constituting a majority of our
voting power have approved (i) an amendment to our Articles of
Incorporation to increase the authorized Common Stock from twenty
billion (20,000,000,000) to one trillion (1,000,000,000,000) shares
(the “Amendment”) and (ii) approve an amendment to the Company’s
Articles of Incorporation to authorize the Board to effect a
reverse split of the Company’s issued and outstanding Common Stock
by a ratio of not less than 1-for-100 and not more than
1-for-1,000,000, with the Board having the discretion as to whether
or not the reverse split is to be effected at any time prior to
September 30, 2021, and with the exact ratio of any reverse split
to be set at a whole number within the above range as determined by
the Board in its sole discretion (the “Reverse Split.”). If the
Board moves forward with the Reverse Split, the authorized
capitalization of the Company will not change. Our Board and
Shareholders consider the Amendment and the authorization of the
Board to effectuate the Reverse Split to be in our best interests
and the best interests of our shareholders.
Prior to the Amendment, we have 20,000,000,000 shares of Common
Stock authorized and 841,184,289 shares of Common Stock
outstanding. Each of the outstanding shares of Common Stock is
entitled to one vote per share. We also have 20,000,000 shares of
Series A Preferred Stock authorized and 5,000,000 shares of Series
A Preferred Stock outstanding. Each of the outstanding shares of
Series A Preferred Stock is entitled to 200 votes per share.
Your Vote is
Not Requested or Required.
The
Amendment has been adopted by the written consent of our
stockholders holding 40,000 shares of our Common Stock and
5,000,000 shares of preferred stock, representing approximately 54%
of the voting interests in our outstanding stock. Pursuant to
Florida General Corporation Law, any action required to be taken at
any annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, are signed
by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or
take such action at a meeting of the stockholders.
Our
Shareholders Do Not Have Dissenters or Appraisal Rights As a Result
of the Amendment
Holders of our Common Stock do not have appraisal or dissenter’s
rights under Florida law in connection with the Amendment.
Interests of
Certain Parties in the Matters to be Acted upon.
None
of our executive officers or directors has any substantial interest
resulting from the Amendment that is not shared by all other
stockholders pro rata, and in accordance with their respective
interests.
Effective
Date.
Under applicable federal securities laws, the Amendment cannot be
effected until at least 20 calendar days following the date a
Definitive Information Statement has been provided to our
stockholders. A Definitive Information Statement cannot be
furnished to our stockholders until ten days after the filing of a
Preliminary Information Statement with the Securities and Exchange
Commission, and as such the Amendment will become effective no
sooner than November 2, 2020. Additionally, If the Board determines
that effecting the Reverse Stock Split is in the best interest of
the Company, the Reverse Stock Split will become effective upon the
filing of an amendment to our Articles of Incorporation with the
Secretary of State of the State of Florida, and compliant with any
other applicable regulatory requirement. The amendment filed
thereby will set forth the number of issued and outstanding shares
to be combined into one share of our Common Stock within the limits
set forth in this proposal. Except for adjustments that may result
from the treatment of fractional shares as described below, each
stockholder will hold the same percentage of our issued and
outstanding Common Stock immediately following the Reverse Stock
Split as such stockholder holds immediately prior to the Reverse
Stock Split.
Costs of this
Information Statement.
We
will bear the entire cost of furnishing this Information Statement
to any stockholder who requests a hard copy rather than Internet
availability. We will request brokerage houses, nominees,
custodians, fiduciaries and other like parties to forward this
Information Statement to the beneficial owners of our Common Stock
held of record by them.
PLEASE NOTE
THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT
RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE
ACTIONS APPROVED BY WRITTEN CONSENT OF A MAJORITY OF THE
STOCKHOLDERS.
NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
Beneficial
Owners and Management.
The
following tables set forth the ownership, as of September 29, 2020,
of our Common Stock by each person known by us to be the beneficial
owner of more than 5% of our outstanding Common Stock, our
directors, and our executive officers and directors as a group. To
the best of our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as otherwise
noted. There are no pending or anticipated arrangements that may
cause a change in control.
The
information presented below regarding beneficial ownership of our
voting securities has been presented in accordance with the rules
of the Securities and Exchange Commission and are not necessarily
indicative of ownership for any other purpose. Under these rules, a
person is deemed to be a "beneficial owner" of a security if that
person has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the
security. A person is deemed to own beneficially any security as to
which such person has the right to acquire sole or shared voting or
investment power within 60 days through the conversion or exercise
of any convertible security, warrant, option or other right. More
than one person may be deemed to be a beneficial owner of the same
securities. The percentage of beneficial ownership by any person as
of a particular date is calculated by dividing the number of shares
beneficially owned by such person, which includes the number of
shares as to which such person has the right to acquire voting or
investment power within 60 days, by the sum of the number of shares
outstanding as of such date plus the number of shares as to which
such person has the right to acquire voting or investment power
within 60 days. Consequently, the denominator used for calculating
such percentage may be different for each beneficial owner. Except
as otherwise indicated below and under applicable community
property laws, we believe that the beneficial owners of our common
stock listed below have sole voting and investment power with
respect to the shares shown. The business address for these
shareholders is 1249 Kildaire Farm Road, Cary, NC 27511.
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Title of Class
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Name
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Direct Ownership
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Indirect Ownership
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Percent of Class
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Common Stock
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Paul Feldman (1)
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40,000 |
(3) |
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0 |
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1.1%
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(2)
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Series A Preferred Stock
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Paul Feldman
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5,000,000 |
(4) |
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0 |
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100.00 |
% |
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(1) Sole Director and Officer of the
Company
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(2) Based on a percentage of the total of
841,184,289 common shares outstanding as of Record Date.
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(3) Each share of Common Stock has one vote
per share.
(4) Each share of Series A Preferred Stock
has 200 votes per share.
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Approval of the
Corporation Actions
Florida Corporate law and the Company’s bylaws provide that any
action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if shareholders holding
at least a majority of the voting power sign a written consent
approving the action. The written consent of a majority of the
voting power of our outstanding shares of Capital Stock is
sufficient to approve these matters. We received the written
consent of all 40,000 shares of Common Stock and 5,000,000 shares
of Series A Preferred Stock pursuant to a written consent. Each
share of Series A Preferred Stock is entitled to 200 votes per
share with regard to the proposal, for an aggregate of
1,000,000,000 votes in favor of the proposal.
Amendment to
Articles of Incorporation
Transactions
With Related Persons, Promoters And Certain Control
Persons.
None.
The Amendment
The
Amendments to our Articles of Incorporation increases our
authorized Common Stock from 20,000,000,000 shares to
1,000,000,000,000 shares. We believe that the Amendment is in the
best interest of the Company.
Regulatory
Requirements.
To
our knowledge, the only required regulatory or governmental
approval or filings necessary in connection with the Conversion
would be the filing of the Amendment to the Articles of
Incorporation, with the Secretary of State of the State of
Florida.
Effects on
Individual Stockholders.
If
we implement the Amendment, we do not anticipate any effect on
individual shareholders.
Rights of
Shareholders
If
we implement the Amendment, the rights pertaining to the
outstanding shares of our Common Stock would be unchanged after the
Amendment. Each share of our Common Stock issued following the
Amendment would be fully paid and non-assessable.
Registration
under the Securities Exchange Act of 1934
Our
Common Stock is currently registered under the Exchange Act. As a
result, we are subject to the periodic reporting and other
requirements of the Exchange Act. The Amendment would not affect
the registration of our Common Stock under the Exchange Act.
Authorization
to Complete Reverse Stock Split
Principal
Reasons for Reverse Stock Split
The
Board and shareholders that voted to authorize the Reverse Split
believe that it is advisable and in the best interests of the
Company and its shareholders to effect the Reverse Stock Split in
order to reduce the number of issued and outstanding shares of
capital stock. The Company believes that an increased market price
of its stock will encourage interest and trading in the stock. Due
to the trading volatility often associated with low-priced stocks,
many brokerage houses and institutional investors have internal
policies and practices that either prohibit them from investing in
low priced (sub-penny) stocks or tend to discourage individual
brokers from recommending low-priced stocks to their customers.
Some of those policies and practices may function to make the
processing of trades in low-priced stocks economically unattractive
to brokers. Additionally, because brokers’ commissions on
low-priced stocks generally represent a higher percentage of the
stock price than commissions on higher-priced stocks, the current
average price per share of the Common Stock can result in
individual shareholders paying transaction costs representing a
higher percentage of their total share value than would be the case
if the share price were substantially higher. It should be noted
that the liquidity of the Common Stock may be adversely affected by
the Reverse Stock Split given the reduced number of shares that
would be outstanding after the Reverse Stock Split. The Board
anticipates, however, that the expected higher market price will
reduce, to some extent, the negative effects on the liquidity and
marketability of the stock inherent in some of the policies and
practices of institutional investors and brokerage houses described
above.
Effect of
Reverse Stock Split
The
Reverse Stock Split will affect all of our shareholders uniformly
and will not affect any shareholder’s proportion voting power or
percentage ownership interest of the Company, except to the extent
that the Reverse Stock Split results in any of our shareholders
owning a fractional of a share which shall be rounded up the next
whole share as discussed below.
The
Reverse Stock Split will not affect the number of shares of Common
Stock that we are authorized to issue, but will reduce the number
of shares each Company shareholder held prior to the Reverse Stock
Split, if and when it occurs. As of the Written Consent Date, the
Company was authorized to issue 20,000,000,000 shares of Common
Stock, par value $0.0001 and 20,000,000 shares of preferred stock.
Of this amount, (i) 814,184,289 shares of Common Stock were issued
and outstanding, and (ii) 5,000,000 shares of Series A Preferred
Stock were outstanding. Each share of outstanding (i) Common Stock
is entitled to one (1) vote, and (ii) Series A Preferred Stock is
entitled to two hundred (200) votes to approve the matters
contained herein.
Assuming the completion of the Amendment to the Articles of
Incorporation, upon completion of the of the Reverse Stock Split,
the Company will be authorized to issue 1,000,000,000,000 shares of
Common Stock, par value $0.0001, and 20,000,000 shares of preferred
stock. Of this amount, it is estimated that 815 shares of Common
Stock will be outstanding upon completion of the Reverse Split,
assuming the maximum split is effected. We also have four
convertible notes outstanding which mature on February 21, 2021,
March 15, 2021, March 18, 2021 and March 29, 2021, totaling
$797,789 and which are convertible into Common Stock at an exercise
currently of $0.0003 per share, which will be outstanding and such
exercise price adjusted accordingly upon completion of the Reverse
Stock. The table below summarizes the potential minimum and maximum
Reverse Stock Split information:
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Pre-Reverse
Stock Split
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Post-Reverse
Stock Split*
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1-For-100 Reverse Stock Split
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Common Stock – Issued and
Outstanding
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814,184,289 |
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8,141,843 |
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Common Stock – Authorized
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1,000,000,000,000 |
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1,000,000,000,000 |
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Common Stock – Available for
future issuance
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999,185,815,711 |
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999,991,858,157 |
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Preferred Stock – Issued and
Outstanding
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5,000,000 |
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5,000,000 |
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Preferred Stock – Authorized
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20,000,000 |
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20,000,000 |
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Preferred Stock – Available for
future issuance
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15,000,000 |
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15,000,000 |
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1-For-1,000,000 Reverse Stock Split
+
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Common Stock – Issued and
Outstanding
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814,184,289 |
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815 |
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Common Stock – Authorized
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1,000,000,000,000 |
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1,000,000,000,000 |
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Common Stock – Available for
future issuance
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999,185,815,711 |
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999,999,999,185 |
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Preferred Stock – Issued and
Outstanding
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5,000,000 |
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5,000,000 |
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Preferred Stock – Authorized
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20,000,000 |
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20,000,000 |
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Preferred Stock – Available for
future issuance
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15,000,000 |
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15,000,000 |
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*
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Number of shares issued and outstanding are
approximate as the figures do not take into account issuances
required for fractional shares.
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+
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Assumes effectiveness of Amendment to
increase authorized shares of Common Stock pursuant to the
information contained in this Information Statement.
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Fractional
Shares
No
fractional shares of Common Stock will be issued as a result of the
Reverse Stock Split. Instead, shareholders who otherwise would be
entitled to receive fractional shares will be entitled to receive
an additional share by rounding up to the nearest whole number of
shares.
Board
Discretion to Implement or Abandon Reverse Stock Split
The
Reverse Stock Split will be effected, if at all, only upon a
determination by the Board that the Reverse Stock Split (with an
exchange ratio determined by Board as described above) is in the
best interest of our Company and its stockholders. Such
determination shall be based upon certain factors, including, but
not limited to, existing and expected marketability and liquidity
of our Common Stock, the number of remaining authorized shares of
Common Stock, and the expense of effecting the Reverse Stock Split.
Notwithstanding approval of the Reverse Stock Split by our
shareholders, the Board may, in its sole discretion, abandon the
proposal and determine, prior to the effectiveness of any filing
with the Secretary of State of the State of Delaware, not to effect
the Reverse Stock Split. If the Board fails to implement the
Reverse Stock Split on or prior to September 30, 2021, stockholder
approval again would be required prior to implementing any Reverse
Stock Split.
Effective
Date
The
Board of Directors will have discretion as to whether or not to
effect the Reverse Stock Split at any time on or prior to September
30, 2021. If implemented by the Board, the Reverse Stock Split
would become effective upon the filing of an amendment to our
Certificate with the Secretary of State of the State of Florida.
Except as explained below with respect to fractional shares, on the
effective date, shares of Common Stock issued and outstanding
immediately prior thereto will be combined and converted,
automatically and without any action on the part of the
stockholders, into new shares of Common Stock in accordance with
the Reverse Stock Split ratio determined by the Board within the
limits set forth in this proposal.
Interest of
Certain Persons In Matters to be Acted Upon
No
director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any
other person has any substantial interest, direct or indirect, by
security holdings or otherwise, resulting from the matters
described herein, which is not shared by all other stockholders
pro-rata, and in accordance with their respective interests. Our
majority shareholder is also our chief executive officer and
director and has the ability to determine all matters submitted to
the vote of our shareholders including the election of
directors.
Anti-Takeover
Effects of the Proposed Increase
The
Securities and Exchange Commission requires disclosure and
discussion of the effects of any stockholder proposal that may be
used as an anti-takeover device. Although the Company has no intent
or plan to employ the additional unissued authorized shares as an
anti-takeover device, it is possible that management could use the
additional shares to resist or frustrate a third-party transaction
providing an above-market premium that is favored by a majority of
the independent stockholders. For example, shares of authorized and
unissued common stock could (within the limits imposed by
applicable law) be issued in one or more transactions that would
discourage persons from attempting to gain control of the Company,
by diluting the voting power of shares then outstanding. Similarly,
the issuance of additional shares to certain persons allied with
the Company's management could have the effect of making it more
difficult to remove the Company's current management by diluting
the stock ownership or voting rights of persons seeking to cause
such removal. Each of these, together with other anti-takeover
provisions in our charter documents and provided by Florida law,
could potentially limit the opportunity for the Company's
stockholders to dispose of their stock at a premium.
The
Company's articles of incorporation and by-laws do not presently
contain any provisions having anti-takeover effects and this
proposal is not a plan by management to adopt a series of
amendments to the Company's articles of incorporation or by-laws to
institute an anti-takeover provision. The Company does not have any
plans or proposals to adopt other provisions or enter into other
arrangements that may have material anti-takeover consequences.
The
Board of Directors is not aware of any attempt, or contemplated
attempt, to acquire control of the Company, and this proposal is
not being presented with the intent that it be utilized as a type
of anti-takeover device or to secure management's positions within
the Company.
Merger or
Consolidation
The
increase in the authorized shares is not related to any intent on
behalf of the Company to engage in a merger or consolidation and
the Company does not have any plans or proposals nor has it engaged
in any discussions to engage in a merger or consolidation.
Forward-Looking
Statements
This
Information Statement may contain certain “forward-looking”
statements as such term is defined by the U.S. Securities and
Exchange Commission in its rules, regulations and releases, which
represent our expectations or beliefs, including but not limited
to, statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies,
investments, and future operational plans. For this purpose, any
statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as “may,”
“will,” “expect,” “believe,” “anticipate,” “intend,” “could,”
“estimate,” “might,” or “continue” or the negative or other
variations thereof or comparable terminology are intended to
identify forward-looking statements. These statements, by their
nature, involve substantial risks and uncertainties, certain of
which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including
uncertainty related to acquisitions, governmental regulation,
managing and maintaining growth, volatility of stock prices and any
other factors discussed in this and other of our filings with the
Securities and Exchange Commission.
Additional
Information.
We
are subject to the informational requirements of the Exchange Act,
and in accordance therewith file reports, proxy statements and
other information including annual and quarterly reports on Form
10-K and 10-Q with the SEC. Copies of these documents can be
obtained upon written request addressed to the SEC, Public
Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at
prescribed rates. The SEC also maintains a web site on the Internet
(http://www.sec.gov) where reports, proxy and information
statements and other information regarding issuers that file
electronically with the SEC through the Electronic Data Gathering,
Analysis and Retrieval System may be obtained free of charge.
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Dated: October 1, 2020
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By Order of the Board of Directors
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/s/ PAUL FELDMAN
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Paul Feldman, President
President
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EXHIBITS TO
INFORMATION STATEMENT
Exhibit Description and
Appendix
