Exhibit 99.01
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): April 21, 2021 (April 19, 2021)
FORCE PROTECTION VIDEO EQUIPMENT CORP.
(Exact name of registrant as specified in its charter)
| Florida | 000-55519 | 45-1443512 | ||
|
(State
or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
2629 Townsgate Road, Suite 215
Westlake Village, CA 91361
(Address of principal executive offices)
(714) 312-6844
(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):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol |
Name of Each Exchange on Which Registered |
||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Effective April 15, 2021, Force Protection Video Equipment Corp., Inc. (“the Company”) further amended its articles of incorporation (the “Amendment”) in order to reduce the par value of the Company’s common stock from $0.0001 to $0.00000001 per share. A copy of the Amendment filed with the Secretary of State of the State of Florida is attached to this Current Report as Exhibit 3.01(i).
| Item 8.01 | Other Events. |
On April 19, 2021, the Company made a presentation. A copy of the slides presented are attached to this Current Report as Exhibit 99.01. Additionally, the video and audio presentation is also available at https://youtu.be/QrPn_iFopHM.
| Item 9.01 | Financial Statement and Exhibits. |
|
Exhibit No. |
Description |
|
| 3.01(i) | Amendment to the Articles of Incorporation Effective April 15, 2021 | |
| 99.01 | Slides presented on April 19, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | April 21, 2021 | Force Protection Video Equipment Corporation | |
| /s/ Lou Kerner | |||
| By: | Lou Kerner | ||
| Chief Executive Officer | |||
INDEX OF EXHIBITS
|
Exhibit No. |
Description | |
| 3.01(i) | Amendment to the Articles of Incorporation Effective April 15, 2021 | |
| 99.01 | Slides presented on April 19, 2021 |
Exhibit 3.01(i)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
FORCE PROTECTION VIDEO EQUIPMENT CORP.
(P11000025108)
PURSUANT TO SECTION 607.1006 AND 607.1002 OF THE
FLORIDA BUSINESS CORPORATIONS ACT
The undersigned, Michael Malone does hereby certify that:
1. He is the Chief Financial Officer of Force Protection Video Equipment Corporation, a Florida corporation (the “Corporation”).
2. The Corporation is authorized to issue 1,000,000,000,000 shares of common stock, $0.0001 par value and 20,000,000 shares of preferred stock, of which 5,000,000 shares of Series A Preferred Stock, 58,598 shares of Series B Preferred Stock, and 8,318 shares of Series C Stock are issued and outstanding.
3. Pursuant to Florida Business Corporations Act (the “FBCA”) Section 607.1006, the Corporation is amending the articles to effect the reduction in Par Value of its common stock from $0.0001 to $0.00000001 per share, as described in Article IV pursuant to its adoption by the board of directors without shareholder approval, as provided for under FBCA Section 607.1002.
ARTICLE IV
The authorized capital stock of this corporation is as follows:
(i) 1,000,000,000,000 shares of common stock, of which as the effective date hereof, the par value of such common stock shall be reduced from $0.0001 to $0.00000001 per share, and
(ii) 20,000,000 shares of preferred stock of which: (a) 5,000,000 Series A Preferred Stock, $0.0001 par value per share, are authorized, (b) 60,000 shares of Series B Preferred Stock, $0.0001 par value per share, are authorized and (b) 8,318 shares of Series C Preferred Stock, $0.0001 par value per share, are authorized.
*********************
RESOLVED, FURTHER, that the chairman, chief executive officer, chief financial officer, president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this amendment to the articles of incorporation in accordance with the foregoing resolution and the provisions of Florida law.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 15th day of April, 2021 to be effective on April 15, 2021.
| FORCE PROTECTION VIDEO EQUIPMENT CORP. | ||
| Signed: | ||
| Name: | Michael Malone | |
| Title: | Chief Financial Officer | |
Exhibit 99.01