PART
III
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
The
names of our directors and executive officers and their ages, positions, and biographies as of May 26, 2021 are set forth below.
Our executive officers are appointed by, and serve at the discretion of the Board. There are no family relationships among any of our
directors or executive officers. For a description of the employment agreements and other ancillary agreements entered into between our
officers and directors and the Company, please refer to the section entitled Executive Compensation below.
Executive
Officers and Directors
Name
|
|
Age
|
|
Positions
|
|
Officer
/ Director
Since
|
|
Christopher
Miglino
|
|
52
|
|
Interim
Principal Executive Officer, Director
|
|
2021
|
|
George
Stella
|
|
50
|
|
President,
Chief Revenue Officer
|
|
2021
|
|
Michael
Malone
|
|
39
|
|
Chief
Financial Officer and Principal Accounting Officer
|
|
2021
|
|
Daina
Middleton
|
|
55
|
|
Director
|
|
2021
|
|
Yin
Woon Rani
|
|
47
|
|
Director
|
|
2021
|
|
Christopher Miglino,
age 52 is the co-founder of SRAX, our parent company and has served on our board of directors since February 2021. Since April 2010,
Mr. Miglino has served as SRAX’s Chief Executive Officer and a member of its board of directors. He also served as SRAX’s
Chief Financial Officer and principal financial and accounting officer from April 2010 until August 2015. Mr. Miglino, who has over 15
years of experience running various advertising companies, oversees all of our affairs. Some of the companies Mr. Miglino has helped
launch programs for include Diet Coke, Bank of America, Nestle, General Mills, HBO, National Geographic, Target, Aflac, and Bayer. Mr.
Miglino previously served as a Board member for EVmo, Inc. (fka YaYYo, Inc) [OTC: YAYO] and served on their compensation committee until
January 2020. In addition, from August 2008 until March 2010, Mr. Miglino was CEO of the Lime Ad Network, a subsidiary of Gaiam, Inc.
(Nasdaq: GAIA), where his responsibilities included management of interactive and innovative advertising programs for 250 green and socially
conscious websites. Prior to that, from June 2004 until August 2008, Mr. Miglino was CEO of Conscious Enlightenment, where he oversaw
their day to day operations in the publishing and advertising industry. From 2004 until 2008, Mr. Miglino served as a board member for
Golden Bridge Yoga in Los Angeles, a studio that encompasses over 20,000 square feet of yoga spaces including a restaurant. Mr. Miglino
holds a bachelor’s degree from the University of Southern California. Mr. Miglino’s role as a co-founder of SRAX, his operational
experience in SRAX as well as his professional experience in technology and advertising sectors were factors considered with his appointment
to the BIG Token Board.
George
Stella, age 50, joined the Company as chief revenue officer in February 2021. He was also appointed to serve as President
of the Company on May 18, 2021. Prior to that, Mr. Stella served as executive vice president of SRAX, our parent company, since March
2018. George began his career in digital advertising spending 12 years at 24/7 Media as the data driven digital marketing space emerged.
He then entered the digital shopper marketing space in its infancy with OwnerIQ and then HookLogic. Prior to joining SRAX, Mr. Stella
served as vice president of sales, helping Yieldbot develop its digital shopper business.
Michael
Malone, age 39, has been our principal accounting officer since January 2021. Mr. Malone has also served as SRAX’s Chief
Financial Officer since December 2018. Mr. Malone has over sixteen (16) years of experience in corporate finance in public and private
companies. From 2014 until December 2018, he served as Vice President Finance of Westwood One, LLC, a subsidiary of Cumulus Media, Inc.
(NYSE: “CMLS”), an audio broadcast network in New York. Prior to that, from January 2013 through June 2014, he served as
Finance Director / Controller for Cumulus Media Network’, audio broadcast network, until its merger with Westwood One, LLC. Prior
to that from 2012 to 2013, he worked as Director of Internal Auditing of Cumulus Media. He holds a BA in accounting from Monmouth
College.
Daina
Middleton, age 55, is the CEO of Britelite Immersive. She also is an advisor and board member assisting companies in increasing
their growth potential. From September 2017 through September 2019, she served as the Chief Executive Officer of Ansira Partners, a PE-backed
marketing technology and services firm. Prior to that, from 2016 through September 2017, she served as a principal in Larsen Consulting
Group, an arm of Gryphon Investors, coaching portfolio executives. Prior to joining LCG, she ran B2B Marketing for Twitter, and was the
CEO of Performics, the performance marketing arm of Publicis. Earlier in her career, she worked for Hewlett-Packard for 16 years. She
joined the board of directors at Marin Software (NASDAQ: MRIN) in 2014 where she serves on the Audit/ Finance and Compensation committees.
She also serves on the board of PE-backed account-based marketing firm Madison Logic. She acts as an advisor for early start ups Ad Fontes
Media and MarketBeam. She is also a published author, publishing “Marketing in the Participation Age: A Guide to Motivating People
to Join, Share, Take Part, Connect, and Engage,” and “Grace Meets Grit: How to bring out the Remarkable Courageous Leader
Within.” She holds a bachelor’s degree from Oregon State University. In evaluating Ms. Middleton’s specific experience,
qualifications, attributes and skills in connection with her appointment to the Board, the Board took into account her extensive experience
in raising capital, revenue growth, leadership coaching, marketing and branding, technology, and her leadership skills throughout such
industries.
Yin
Woon Rani, age 47, has served as the chief executive officer of MilkPEP, a government administrated program that helps
promote the consumption of fluid milk (best known for the Got Milk? campaign) since October 2019. Prior to that, from January 2014 –
June 2018, she served as VP and chief customer experience officer for the Campbell Soup Company (NYSE: CPB), where she helped modernize
and lead integrated communications for the company. Prior to that, from November 2011 through March 2013, she served as president (North
America) of Universal MCCann, a global media and advertising agency. She graduated from Yale University, summa cum laude and earned a
Masters of Business Administration from New York University Stern, where she graduated second in her class. In evaluating Ms. Rani’s
specific experience, qualifications, attributes and skills in connection with her appointment to the Board, the Board took into account
her extensive experience in marketing, media, technology, and her leadership skills throughout such industries.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our officers, directors, and stockholders owning more than ten percent of our common stock, to file
reports of ownership and changes in ownership with the SEC and to furnish us with copies of such reports. Based solely on our review
of Form 3, 4 and 5’s, the following table provides information regarding any of the reports which were filed late during the fiscal
year ended December 31, 2020:
None.
CORPORATE
GOVERNANCE
Committees
The
Board currently does not have audit, compensation or governance committees. Due to our size and limited resources and employees, the
Board has determined that the functions of such committees, including the compensation committee, will be undertaken by the entire Board.
Upon securing additional financing, the Board anticipates the creation of free standing committees. Executive compensation is determined
by the entire board.
Stockholder
Recommendation of Board Nominees
We
currently do not have a formal policy on the submission of recommendations for candidates to the Board from stockholders. While the Board
has not adopted a formal diversity policy or specific standards with regard to the selection of director nominees, due to the nature
of our business, the Board believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background,
and professional experiences in evaluating board candidates. Additionally, although the Board has not formally established any specific,
minimum qualifications that must be met by each candidate for the Board or specific qualities or skills that are necessary for one or
more of the members of the Board to possess, when considering a potential non-incumbent candidate, the Board will factor into its determination
the following qualities of a candidate: educational background, diversity of professional experience, including whether the person is
a current or former chief executive officer or chief financial officer of a public company or the head of a division of a large international
organization, knowledge of our business, integrity, professional reputation, independence, and ability to represent the best interests
of our stockholders.
The
Board anticipates adopting a formal process for submission of stockholder recommendations in the future.
Code
of Ethics
We
are committed to maintaining the highest standards of honest and ethical conduct in running our business efficiently, serving our stockholders
interests and maintaining our integrity in the marketplace. To further this commitment, we have adopted our Code of Ethics and Business
Conduct, which applies to all our directors, officers and employees. A copy of our Code of Ethics and Business Conduct is attached to
the Original Filing as Exhibit 14.01. If you would like to receive a copy of our Code of Ethics and Business Conduct, we will
provide you a copy free of charge. Please see the portion of the Annual Report entitled “Where to Find More Information”
for directions on how to request such information.
Audit
Committee
We
do not have a separately designated standing audit committee or a committee performing similar functions. Our Board of Directors currently
performs the functions of an audit committee.
Where
to Find More Information
We
make our public filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and all exhibits and amendments to these reports. Also, our executive officers, directors and holders of more than 10% of our common
stock, file reports with the SEC on Forms 3, 4 and 5 regarding their ownership of our securities. These materials are available on the
SEC’s web site, http://www.sec.gov. You may also read or copy any materials we file with the SEC at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. Alternatively, you may obtain copies of these filings, including exhibits, including our Code of
Ethics and Business Conduct, by writing or telephoning us at:
FORCE
PROTECTION VIDEO EQUIPMENT CORP.
2629
Townsgate Rd., Suite 215
Westlake
Village, Ca 91361
Attn:
Investor Relations
Tel:
(714) 312-6844
ITEM
11.
|
EXECUTIVE
COMPENSATION.
|
Summary
Compensation Table
The
following table summarizes all compensation recorded by us in each of the last two completed years ended December 31 (which was the fiscal
year end of SRAX, our parent corporation upon completion of the share exchange transaction (“Share Exchange”) between the
Company and SRAX that closed on February 4, 2021), for:
|
●
|
all
individuals serving as our principal executive officer or acting in a similar capacity;
|
|
●
|
our
two most highly compensated named executive officers, whose annual compensation exceeded $100,000; and
|
|
●
|
up
to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not
serving as a named executive officer of our company, at December 31, 2020.
|
Name
and principal
position
|
|
Year
|
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Stock
Awards
($)
|
|
|
Option Awards ($) (1)
|
|
|
No equity incentive plan compensation ($)
|
|
|
Non-qualified
deferred
compensation
earnings
($)
|
|
|
All other compensation ($)
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Stella
|
|
2020
|
|
|
|
175,000
|
|
|
|
23,047
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14,087
|
(6)
|
|
|
212,134
|
|
Chief Revenue Officer,
President (2)
|
|
2019
|
|
|
|
175,000
|
|
|
|
10,534
|
|
|
|
-
|
|
|
|
110,450
|
(3)
|
|
|
-
|
|
|
|
-
|
|
|
|
18,775
|
(6)
|
|
|
314,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lou Kerner
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
Former
Chief Executive Officer (4)
|
|
2019
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul Feldman
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Chief Executive
Officer(5)
|
|
2019
|
|
|
|
16,538
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
16,538
|
|
|
(1)
|
The amounts
included in the “Option Awards” column represent the aggregate grant date fair value of the stock options,
computed in accordance with ASC Topic 718. The assumptions made in the valuations of the option awards are included in Note 12 of
the notes to our Parent Company’s consolidated financial statements appearing in the 10-K for the year end December 31, 2019
for options awarded in 2019 or prior.
|
|
(2)
|
All
amounts paid to Mr. Stella were from SRAX, the parent company of BIG Token prior to the closing of the Share Exchange on February
4, 2021.
|
|
(3)
|
Mr.
Stella’s stock option award consisted of 50,000 options to purchase Class A Common Stock of SRAX at $3.47 per share. The Options
vest 1/3 annually beginning March 24, 2019.
|
|
(4)
|
Lou
Kerner became our Chief Executive Officer effective February 16, 2021. Effective May 15, 2021, Mr. Kerner was terminated by the
Company.
|
|
(5)
|
Effective
January 27, 2021, Mr. Feldman resigned as chief executive officer, principal accounting officer, and as a member of our board of
directors. He received no compensation for 2020. Notwithstanding, Mr. Feldman received 841,184,289 shares of Common Stock for certain
past due and unpaid deferred compensation pursuant to his separation agreement entered into on January 27, 2021.
|
|
(6)
|
Represents
benefits paid by SRAX to the applicable person.
|
Summary
Compensation Table (Paid by SRAX, Inc.)
The
amounts paid below to the listed executive officers of the Company were all paid in their entirety by SRAX, the parent corporation of
BIG Token prior to the closing of the Share Exchange on February 4, 2021. No direct payments from FPVD have been made to these two officers.
Name
and principal position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards ($) (1)
|
|
|
No equity incentive plan compensation
($)
|
|
|
Non-qualified
deferred
compensation
earnings
($)
|
|
|
All other compensation ($)
|
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Malone
|
|
2020
|
|
|
200,000
|
|
|
|
-
|
|
|
|
75,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,554
|
(4)
|
|
|
296,554
|
|
Chief Financial Officer
|
|
2019
|
|
|
199,242
|
|
|
|
-
|
|
|
|
75000
|
|
|
|
167,798
|
(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
28,722
|
(4)
|
|
|
470,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Miglino
|
|
2020
|
|
|
340,000
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
648,489
|
(3)
|
|
|
-
|
|
|
|
-
|
|
|
|
41,031
|
(4)
|
|
|
1,079,520
|
|
Principal Executive Officer
|
|
2019
|
|
|
340,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,455
|
(4)
|
|
|
364,455
|
|
|
(1)
|
The
amounts included in the “Option Awards” column represent the aggregate grant date fair value of the stock options, computed
in accordance with ASC Topic 718. The assumptions made in the valuations of the option awards are included in Note 12 of the notes
to our Parent Company’s consolidated financial statements appearing in the 10-K for the year end December 31, 2019 for options
awarded in 2019 or prior.
|
|
(2)
|
Mr.
Malone’s stock option award consisted of 100,000 options to purchase Class A Common Stock of SRAX at $2.56 per share. The Options
vest quarterly over a three-year period beginning January 1, 2019.
|
|
(3)
|
Represents
an option to purchase 300,000 shares of Class A Common Stock of SRAX at an exercise price of $2.97 per share and a term of 5 years.
The options were fully vested on the grant date.
|
|
(4)
|
Represents
benefits paid by SRAX to the applicable person.
|
Employment
Agreement of Lou Kerner
On
January 3, 2021 we entered into an at-will employment agreement with Lou Kerner to serve as chief executive officer subsequent to the
completion of the Share Exchange and certain other conditions as more fully set forth in his Employment Agreement (the “Kerner
Employment Agreement”). All conditions to the Kerner Employment Agreement were met or waived as of February 16, 2021, and Mr. Kerner’s
employment began on February 16, 2021.
On May 15, 2021, the Board of Directors of the
Company terminated Mr. Kerner’s employment pursuant to the terms of the Kerner Employment Agreement.
Pursuant to the Kerner Employment Agreement,
Mr. Kerner was entitled to receive the following compensation during his employment: (i) an annual salary of $175,000,
(ii) eligibility for a target annual bonus of up to 100% of his base salary subject to meeting certain performance baselines with the
year ending December 31, 2021 baseline as the Company receiving $5.5 million of gross profit for such year, (iii) eligibility to participate
in and receive comparable benefits under all plans and programs of the Company offered to similarly situated executives, and (iv) the
ability to accrue up to 14 days of paid vacation per year, with a maximum roll over of 10 days for a following year. Mr. Kerner also
received a stock option grant that was cancelled upon Mr. Kerner’s termination.
Employment
Agreement of George Stella
On
February 4, 2021, the Company appointed George Stella as chief revenue officer of the Company. Mr. Stella is not a party to a written
employment agreement. His compensation has been determined by the Board Effective February 4, 2021, Mr. Stella’s annual salary
was $175,000. Mr. Stella is also entitled to any additional benefits offered to all employees. Effective May 18, 2021, the Board appointed Mr. Stella as president of the Company, in addition to his role as chief
revenue officer.
There
were no arrangements pursuant to which Mr. Stella was appointed as chief revenue officer or president. There are no family relationships
between Mr. Stella and any of the directors or officers of the Company or any of its subsidiaries.
Employment
of Michael Malone
Mr.
Malone began serving as our chief financial officer beginning February 4, 2021, upon completion of the Share Exchange with SRAX. He currently
receives compensation pursuant to the Transition Services Agreement entered into with SRAX. There are no family relationships between
Mr. Malone and any of the directors or officers of the Company or any of its subsidiaries.
Employment
of Paul Feldman
Mr.
Feldman resigned as chief executive officer, principal accounting officer, and as a member of our board of directors on January 27, 2021,
in anticipation of the completion of the Share Exchange with SRAX. He received no compensation during 2020, although did receive 841,184,289
shares of Common Stock for certain past due and unpaid deferred compensation pursuant to a separation agreement entered into with the
Company on January 27, 2021, prior to the completion of the Share Exchange.
Employment of Christopher Miglino
Mr. Miglino was appointed as interim Principal
Executive Officer on May 18, 2021 subsequent to Mr. Kerner’s termination as chief executive officer that was effective on May 15,
2021. Mr. Miglino is the chief executive officer of SRAX, BIG Token’s former parent company, and is not being compensated for his
interim services. There are no family relationships between Mr. Miglino and any of the directors or officers of the Company or
its subsidiaries.
Outstanding
Equity Awards at Year End
None
as of December 31, 2020.
Our
Equity Compensation Plans
On
March 16, 2021, our Board of Directors approved the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan has not been
approved by the Company’s stockholders, and is administered by our Board or such committee appointed by the Board. The 2021 Plan
provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, performance units, performance shares,
restricted stock units, and other stock-based awards to our employees, directors, and consultants. The purpose of the 2021 Plan is to
attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees,
directors and consultants, and to promote the success of the Company’s business. Under the terms of the 2021 Plan, the Company
initially reserved 15,824,493,516 shares of Common Stock, subject to an automatic increase on the first day of each calendar year such
that the number of shares available for issuance under the 2021 Plan will be 10% of the outstanding shares of Common Stock of the company.
The 2021 Plan further authorizes the administrator to amend the exercise price and terms of certain awards thereunder. As of the date
of this Annual Report, no awards have been granted under the 2021 Plan.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as well
as any equity compensation plans not approved by our stockholders as of December 31, 2020.
Plan
category
|
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants and rights(a)
|
|
|
|
Weighted
average exercise price of outstanding options, warrants and rights ($)
|
|
|
|
Number
of securities remaining available for future issuance under equity compensation plans (excluding
securities reflected in column (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plans
approved by our stockholders:
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Plans
not approved by stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
Equity Incentive Plan (1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
The
2021 Equity Incentive Plan was adopted on March 16, 2021. On January 1 of each year, the
number of shares available for issuance under the 2021 Equity Incentive Plan will increase
if necessary, to be equal to 10% of the outstanding shares of common stock of the Company.
|
Director
Compensation
Below
is a description of our compensation policy for non-employee director compensation, which is in effect beginning February 4, 2021, the
date that the Share Exchange closed.
Board
Compensation Policy
Beginning
on February 4, 2021, each non-employee director will receive a cash payment of $7,500 per full quarter of service on the Board. All fees
will be paid at the end of each respective quarter. In the event of partial service for a quarter, such Board member will receive such
prorated portion of director fees for days of service in the applicable quarter.
The
following table provides information concerning the compensation paid to our non-executive directors for their services as members of
our board of directors for the year ended December 31, 2020. Upon completion of the Share Exchange, the Company is adopting a December
31 fiscal year end. The information in the following table excludes any reimbursement of out-of-pocket travel and lodging expenses which
we may have paid.
Name
|
|
Fees
earned or paid in cash ($)
|
|
Stock
awards ($)
|
|
Option
awards ($)
|
|
Non-equity
incentive plan compensation ($)
|
|
|
Nonqualified
deferred compensation earnings ($)
|
|
|
All
other compensation ($)
|
|
|
Total
($)
|
|
Yin
Woon Rani
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Daina
Middleton
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Security
ownership of certain beneficial owners.
Beneficial
ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules
generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof,
or to dispose or direct the disposition thereof or have the right to acquire such powers within 60 days. Accordingly, the following table
does not include options to purchase our common stock that are not exercisable within the next 60 days.
Name
and Address of Beneficial Owner (1)
|
|
Shares
|
|
|
Shares
Underlying Convertible Securities
|
|
|
Total
|
|
|
Percent
of Class (2)
|
|
Directors
and named executive officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
Feldman (3)
|
|
|
841,184,289
|
|
|
|
-
|
|
|
|
841,184,289
|
|
|
|
*
|
|
Lou
Kerner (4)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
George
Stella (5)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
Michael
Malone
|
|
|
356,477,822
|
|
|
|
-
|
|
|
|
356,477,822
|
|
|
|
*
|
|
Daina
Middleton
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
Yin
Woon Rani
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
Christopher
Miglino
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
*
|
|
All
directors and named executive officers as a group (7 individuals)
|
|
|
1,197,662,109
|
|
|
|
-
|
|
|
|
1,197,662,111
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5%
owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SRAX,
Inc.
|
|
|
149,562,566,534
|
|
|
|
-
|
|
|
|
149,562,566,534
|
|
|
|
65.94
|
%
|
All
directors, named executive officers, and 5% owners as a group (8 entities)
|
|
|
150,760,228,643
|
|
|
|
-
|
|
|
|
150,760,228,643
|
|
|
|
66.46
|
%
|
*
|
Represents
less than one percent.
|
(1)
|
Except
as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in
the footnotes to this table. Unless otherwise indicated, the address of the beneficial owner is c/o FPVD, 2629 Townsgate Road
#215, Westlake Village, CA 91361.
|
(2)
|
Pursuant
to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder has sole or shared
voting power or investment power, and also any shares which the shareholder has the right to acquire within 60 days, including upon
exercise of common share purchase options or warrants. There are 226,828,797,262 shares of common stock issued and outstanding
as of May 26, 2021.
|
(3)
|
Address
for holder is 1249 Kildare Farm Road, Suite 2019, Cary, NC 27511. Mr. Feldman’s employment as CEO and sole member of the Board
was terminated as of the close of business on January 27, 2021.
|
(4)
|
Mr.
Kerner began service as CEO on February 17, 2021. On May 15, 2021, his employment was terminated with the Company.
|
|
|
(5)
|
George
Stella began service as Chief Revenue Officer on February 4, 2021. Effective May 18, 2021, Mr. Stella was additionally appointed
to the role of President of the Company.
|
Series
A Preferred Stock
The
Company also has 5,000,000 shares of Series A Preferred Stock issued and outstanding, all of which are held by SRAX. The Series A Preferred
Stock votes 200 votes per share. The Series A Preferred Stock is not convertible into common stock.
Name
and Address of Beneficial
Owner
(1)
|
|
Shares
|
|
|
Shares
Underlying Convertible Securities
|
|
|
Total
|
|
|
Percent
of Class (2)
|
|
SRAX,
Inc.
|
|
|
5,000,000
|
|
|
|
-
|
|
|
|
5,000,000
|
|
|
|
100.00
|
%
|
(1)
|
Except as otherwise indicated, the persons named in this table have
sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community
property laws where applicable and to the information contained in the footnotes to this table. Unless otherwise indicated, the address
of the beneficial owner is c/o FPVD, 2629 Townsgate Road #215, Westlake Village, CA 91361.
|
|
|
(2)
|
Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial
ownership includes any shares as to which a shareholder has sole or shared voting power or investment power, and also any shares
which the shareholder has the right to acquire within 60 days, including upon exercise of common share purchase options or warrants.
There are 5,000,000 shares of Series A Preferred Stock issued and outstanding as of May 26, 2021
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
We
review all known relationships and transactions in which the Company and our directors, executive officers, and significant stockholders
or their immediate family members are participants to determine whether such persons have a direct or indirect interest. Our management,
in consultation with our outside legal consultants, determines based on specific fact and circumstances whether the Company or a related
party has a direct or indirect interest in these transactions. In addition, our directors and executive officers are required to notify
us of any potential related party transactions and provide us with the information regarding such transactions.
Related
Party Transactions
Information
regarding disclosure of an employment relationship or transaction involving an executive officer and any related compensation solely
resulting from that employment relationship or transaction is included in the Section of this annual report entitled “Director
Compensation” and “Executive Compensation.”
Information
regarding disclosure of compensation to a director is included in the Section of this proxy statement entitled “Director Compensation.”
Summarized
below are certain transactions and business relationships between the Company and persons who are or were an executive officer, director
or holder of more than five percent of any class of our securities since January 1, 2019:
|
●
|
On
January 27, 2021, Mr. Feldman’s was terminated as our chief executive officer and sole
director and in consideration for past due and unpaid deferred compensation, the Company
issued him 841,184,289 shares of Common Stock.
|
List
of Parent Companies
● SRAX,
Inc.
Effective
February 4, 2021, SRAX became a majority shareholder of the Company and its subsidiary BIG Token. As of the May 26, 2021, SRAX
owns 149,562,566,584 shares of Common Stock of the Company, accounting for approximately 66% of the outstanding Common Stock.
SRAX also owns 5,000,000 shares of the Company’s Series A Preferred Stock, accounting for 100% of the Series A Preferred Stock
outstanding. The Series A Preferred Stock votes 200 votes per share. As a result of such ownership of securities, SRAX has unilateral
control over the Company in all matters of voting, including election of directors as of the date hereof.
Independence
of Directors
As
of May 26, 2021, the Company’s directors are contained below. For purposes of determining independence, the Company has
adopted the definition of independence as contained in Nasdaq Market Place Rule 5605(a)(2). Pursuant to the definition, the Company has
determined that Yin Woon Rani and Daina Middleton qualify as independent.
Director
|
|
|
Independent
|
|
Christopher
Miglino
|
|
|
No
|
|
Yin
Woon Rani
|
|
|
Yes
|
|
Daina
Middleton
|
|
|
Yes
|
|
ITEM
14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES.
|
The
following table shows the fees that were billed for the audit and other services provided by Assurance Dimensions for 2019 and 2020 and
Soles, Heyn & Company, LLP for 2019. Soles, Heyn, & Company served as the Company’s independent registered public accounting
firm until October 16, 2019. Assurance Dimensions was retained by the company on October 16, 2019 and dismissed as the Company’s
independent registered public accounting firm on February 9, 2021. On February 9, 2021, the Board appointed RBSM, LLP (“RBSM”)
as the Company’s independent registered public accounting firm.
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Audit
Fees
|
|
$
|
|
|
|
$
|
|
|
Soles,
Heyn, & Company, LLP
|
|
|
|
|
|
|
|
|
Assurance
Dimensions
|
|
|
27,300
|
|
|
|
16,000
|
|
Audit-Related
Fees
|
|
|
|
|
|
|
|
|
Soles,
Heyn, & Company, LLP
|
|
|
0
|
|
|
|
0
|
|
Assurance
Dimensions
|
|
|
0
|
|
|
|
0
|
|
Tax
Fees
|
|
|
|
|
|
|
|
|
Soles,
Heyn, & Company, LLP
|
|
|
0
|
|
|
|
0
|
|
Assurance
Dimensions
|
|
|
0
|
|
|
|
0
|
|
All
Other Fees
|
|
|
|
|
|
|
|
|
Soles,
Heyn, & Company, LLP
|
|
|
0
|
|
|
|
0
|
|
Assurance
Dimensions
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
$
|
27,300
|
|
|
$
|
16,000
|
|
Audit
Fees — This category includes the audit of our annual financial statements, review of financial statements included in our
Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection
with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as
a result of, the audit or the review of interim financial statements.
Audit-Related
Fees — This category consists of assurance and related services by the independent registered public accounting firm that are
reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit
Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities
and Exchange Commission and other accounting consulting.
Tax
Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax
compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
Pre-Approval
of Independent Auditor Services and Fees
The
Company currently does not have a standing audit committee. Accordingly, consistent with the SEC policies regarding auditor independence,
our Board of Directors has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In
recognition of this responsibility, our Board of Directors has established a policy to pre-approve all audit and permissible non-audit
services provided by the independent auditor.