Statement of Beneficial Ownership (sc 13d)
May 27 2021 - 4:39PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ________)*
Force
Protection Video Equipment Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
34520J207
(CUSIP
Number)
Christopher
Miglino
C/O
SRAX, Inc.
2629
Townsgate Road #215
Westlake
Village, CA 91361
(323)
694-9800
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
4, 2021
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1.
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SRAX,
Inc.
IRS
Employer Identification No. 45-2925231
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
OO
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
SRAX,
Inc. a Delaware Corporation
Principal
Offices located at:
2629
Townsgate Road #215
Westlake
Village, CA 91361
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
149,562,566,584
|
8.
|
SHARED VOTING POWER
|
9.
|
SOLE DISPOSITIVE POWER
149,562,566,584
|
10.
|
SHARED DISPOSITIVE POWER
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,562,566,584
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.94%
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14.
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher
Miglino
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Sates of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
149,562,566,584
|
8.
|
SHARED
VOTING POWER
|
9.
|
SOLE
DISPOSITIVE POWER
149,562,566,584
|
10.
|
SHARED
DISPOSITIVE POWER
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,562,566,584
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.94%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
Item
1. Security and Issuer.
This
joint Schedule 13D relates to 149,562,566,584 shares of Common Stock (the “Shares”) of Force Protection Video Equipment Corp.,
a Florida Corporation (“FPVD”), with its principal offices located at 2629 Townsgate Road #215, Westlake Village, CA 91361.
Item
2. Identity and Background.
SRAX,
Inc. (“SRAX”) is the holder of record of the shares described in this Schedule 13D. SRAX is a corporation incorporated in
the state of Delaware and is publicly traded on the Nasdaq Capital Market under the ticker [SRAX]. SRAX is primarily engaged in software
as a service business related to its Sequire platform. SRAX’s principal business address is 2629 Townsgate Road #215, Westlake
Village, CA 91361.
Christopher
Miglino, is the CEO and chairman of the Board of Directors of SRAX, and has voting and dispositive control with respect to the Shares.
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(a)
|
Christopher
Miglino
|
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(b)
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2629
Townsgate Road, #215, Westlake Village, CA 91361
|
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(c)
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CEO
and Chairman of the Board of SRAX, Inc.
|
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(d)
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None
of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e)
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None
of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
|
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(f)
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United
Sates of America
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Item
3. Source or Amount of Funds or Other Consideration.
The
Shares described in this Schedule 13D were issued to SRAX as a result of a share exchange agreement entered into by and between SRAX,
FPVD and other third parties pursuant to which SRAX divested its wholly owned subsidiary, BIG Token, Inc. (“BIG Token”) in
exchange for the Shares, and 5,000,000 shares of FPVD’s Series A Preferred Stock, which entitles the holder to vote as a class
with the Common Stock. Each share of Series A Preferred Stock is entitled to 200 votes per share.
Item
4. Purpose of Transaction.
The
purpose of the acquisition was to complete the divesture of BIG Token, SRAX’s wholly owned subsidiary. SRAX currently holds the
Shares as restricted securities and has no current agreement to sell or dispose of any of the Shares. Notwithstanding, by ownership of
the Shares, SRAX has unilateral control over FPVD in all matters of voting, including election of directors as of the date hereof.
SRAX
may from time to time review their ownership of the Shares on the basis of various factors, including FPVD’s business, financial
condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those
for the Shares in particular, as well as other developments. Based upon such review, SRAX will take such actions in the future as SRAX
may deem appropriate in light of the circumstances existing from time to time. Depending on market and other factors, including applicable
securities laws, SRAX may determine to dispose of some or all of the Shares currently owned either in the open market or in privately
negotiated transactions.
SRAX
reserves the right to be in contact with members of FPVD’s (i) management, (ii) Board of Directors, (iii) other significant shareholders,
and (iv) others regarding alternatives that FPVD could employ to increase shareholder value.
SRAX
further reserves the right to act in concert with any other shareholders of FPVD, or other persons, for a common purpose should it determine
to do so, and/or to recommend courses of action to FPVD’s management, its Board of Directors, or its shareholders and others.
Item
5. Interest in Securities of the Issuer.
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(a)
|
SRAX
owns 149,562,566,584 shares of Common Stock of FPVD, accounting for approximately 65.94% of the Issuer’s outstanding Common
Stock. SRAX, at the direction of its management and Board of Directors, has the sole power to vote or dispose the Shares.
|
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(b)
|
Mr.
Miglino serves as the chairman and CEO of SRAX and, at the direction of the Board of Directors of SRAX, will have the right to vote
and dispose of the Shares. As of May 18, 2021, Mr. Miglino is also serving as the interim principal executive officer of FPVD.
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(c)
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None.
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(d)
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N/A
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(e)
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N/A
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Mr.
Miglino, is the CEO and Chairman of the Board of SRAX.
Item
7. Material to Be Filed as Exhibits.
Exhibit
1 – Share Exchange Agreement entered into on September 30, 2020 by and between FPVD, SRAX, and Paul Feldman. (Incorporated by reference as Exhibit 10.01 to FPVD’s Form 8-K filed on October 5, 2020).
Exhibit
2 – Amendment to Share Exchange Agreement entered into on January 27, 2021. (Incorporated by reference as Exhibit 10.01 to FPVD’s Form 8-K filed on February 17, 2021).
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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SRAX,
Inc.
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/s/
Christopher Miglino
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Insert
Name
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CEO
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Insert
Title
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May
27, 2021
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Insert
Date
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