Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55519 | |
Entity Registrant Name | Force Protection Video Equipment Corp. | |
Entity Central Index Key | 0001518720 | |
Entity Tax Identification Number | 45-1443512 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 2629 Townsgate Road #215 | |
Entity Address, City or Town | Westlake Village | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91361 | |
City Area Code | (714) | |
Local Phone Number | 312-6844 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 226,828,797,262 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 257,000 | $ 1,000 |
Accounts receivable, net | 832,000 | 1,199,000 |
Prepaid expenses and other current assets | 104,000 | 7,000 |
Due from parent company - SRAX | 753,000 | |
Total current assets | 1,946,000 | 1,207,000 |
Property and equipment, net | 33,000 | 1,000 |
Intangible assets, net | 512,000 | 917,000 |
Goodwill | 5,445,000 | 5,445,000 |
Total Assets | 7,936,000 | 7,570,000 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,011,000 | 853,000 |
Other current liabilities | 172,000 | 452,000 |
Total liabilities | 1,183,000 | 1,305,000 |
Stockholders’ equity | ||
Common stock, $0.00000001 par value, authorized 1,000,000,000,000 shares, 226,828,797,262 shares and 149,562,566,584 shares issued and outstanding, respectively | 2,000 | 1,000 |
Additional paid-in capital | 52,860,000 | 42,830,000 |
Accumulated deficit | (47,996,000) | (36,571,000) |
Total stockholders’ equity | 6,753,000 | 6,265,000 |
Total Liabilities and Stockholders’ Equity | 7,936,000 | 7,570,000 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, value | 5,000 | 5,000 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, value | 1,050,000 | |
Series C Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, value | $ 832,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.00 | $ 0.00 |
Common Stock, Shares Authorized | 1,000,000,000,000 | 1,000,000,000,000 |
Common stock, shares issued | 226,828,797,262 | 149,562,566,584 |
Common stock, shares outstanding | 226,828,797,262 | 149,562,566,584 |
Series A, Redeemable Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series B, Redeemable Preferred Stock [Member] | ||
Preferred stock, par value | $ 100 | $ 100 |
Preferred stock, shares authorized | 60,000 | 60,000 |
Preferred stock, shares issued | 10,500 | 0 |
Preferred stock, shares outstanding | 10,500 | 0 |
Series C, Redeemable Preferred Stock [Member] | ||
Preferred stock, par value | $ 100 | $ 100 |
Preferred stock, shares authorized | 8,318 | 8,318 |
Preferred stock, shares issued | 8,318 | 0 |
Preferred stock, shares outstanding | 8,318 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 765,000 | $ 576,000 | $ 2,469,000 | $ 1,146,000 |
Cost of revenues | 207,000 | 229,000 | 715,000 | 491,000 |
Gross profit | 558,000 | 347,000 | 1,754,000 | 655,000 |
Operating expenses | ||||
Employee related costs | 947,000 | 554,000 | 2,649,000 | 3,630,000 |
Marketing and selling expenses | 372,000 | 261,000 | 861,000 | 725,000 |
Platform costs | 78,000 | 592,000 | 245,000 | 844,000 |
Depreciation and amortization | 131,000 | 208,000 | 411,000 | 714,000 |
General and administrative expenses | 1,089,000 | 222,000 | 3,153,000 | 1,593,000 |
Total operating expenses | 2,617,000 | 1,837,000 | 7,319,000 | 7,506,000 |
Loss from operations | (2,059,000) | (1,490,000) | (5,565,000) | (6,851,000) |
Other income (expense): | ||||
Financing costs | (2,009,000) | (3,624,000) | ||
Change in fair value of derivative liabilities | (37,000) | 218,000 | ||
Exchange gain | 31,000 | 333,000 | ||
Total other income (expense) | (2,015,000) | (3,073,000) | ||
Loss before provision for income taxes | (2,059,000) | (3,505,000) | (5,565,000) | (9,924,000) |
Provision for income taxes | ||||
Net loss | (2,059,000) | (3,505,000) | (5,565,000) | (9,924,000) |
Deemed dividend on series B convertible preferred stock | (5,860,000) | |||
Loss attributable to common stockholders | $ (2,059,000) | $ (3,505,000) | $ (11,425,000) | $ (9,924,000) |
Net loss per share, basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding – basic and diluted | 226,828,797,262 | 149,562,566,584 | 192,805,466,788 | 149,562,566,584 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 5,000 | $ 1,000 | $ 26,837,000 | $ (21,065,000) | $ 5,778,000 | ||
Balance, shares at Dec. 31, 2019 | 5,000,000 | 149,562,566,584 | |||||
Net transfer from Parent | 2,179,000 | 2,179,000 | |||||
Net loss | (2,262,000) | (2,262,000) | |||||
Ending balance, value at Mar. 31, 2020 | $ 5,000 | $ 1,000 | 29,016,000 | (23,327,000) | 5,695,000 | ||
Balance, shares at Mar. 31, 2020 | 5,000,000 | 149,562,566,584 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 5,000 | $ 1,000 | 26,837,000 | (21,065,000) | 5,778,000 | ||
Balance, shares at Dec. 31, 2019 | 5,000,000 | 149,562,566,584 | |||||
Net loss | (9,924,000) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 5,000 | $ 1,000 | 37,032,000 | (30,989,000) | 6,049,000 | ||
Balance, shares at Sep. 30, 2020 | 5,000,000 | 149,562,566,584 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 5,000 | $ 1,000 | 29,016,000 | (23,327,000) | 5,695,000 | ||
Balance, shares at Mar. 31, 2020 | 5,000,000 | 149,562,566,584 | |||||
Net transfer from Parent | 3,855,000 | 3,855,000 | |||||
Net loss | (4,157,000) | (4,157,000) | |||||
Ending balance, value at Jun. 30, 2020 | $ 5,000 | $ 1,000 | 32,871,000 | (27,484,000) | 5,393,000 | ||
Balance, shares at Jun. 30, 2020 | 5,000,000 | 149,562,566,584 | |||||
Net transfer from Parent | 4,161,000 | 4,161,000 | |||||
Net loss | (3,505,000) | (3,505,000) | |||||
Ending balance, value at Sep. 30, 2020 | $ 5,000 | $ 1,000 | 37,032,000 | (30,989,000) | 6,049,000 | ||
Balance, shares at Sep. 30, 2020 | 5,000,000 | 149,562,566,584 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 5,000 | $ 1,000 | 42,830,000 | (36,571,000) | 6,265,000 | ||
Balance, shares at Dec. 31, 2020 | 5,000,000 | 149,562,566,584 | |||||
Issuance of Series B preferred stock for cash | $ 4,725,000 | 4,725,000 | |||||
Issuance of Series B preferred stock for cash, shares | 47,248 | ||||||
Series B preferred stock transferred to equity | $ 1,050,000 | 1,050,000 | |||||
Series B preferred stock transferred to equity, shares | 10,500 | ||||||
Shares issued for the acquisition | $ 832,000 | (927,000) | (95,000) | ||||
Shares issued for the acquisition, shares | 8,318 | 8,682,364,578 | |||||
Beneficial conversion feature of series B convertible preferred stock | 5,775,000 | 5,775,000 | |||||
Deemed dividend on series B convertible preferred stock | (5,775,000) | (5,775,000) | |||||
Warrants issued to Parent | 885,000 | 885,000 | |||||
Assets Retained by Parent | (597,000) | (597,000) | |||||
Net loss | (1,521,000) | (1,521,000) | |||||
Ending balance, value at Mar. 31, 2021 | $ 5,000 | $ 5,775,000 | $ 832,000 | $ 1,000 | 47,966,000 | (43,867,000) | 10,712,000 |
Balance, shares at Mar. 31, 2021 | 5,000,000 | 57,748 | 8,318 | 158,244,931,162 | |||
Beginning balance, value at Dec. 31, 2020 | $ 5,000 | $ 1,000 | 42,830,000 | (36,571,000) | 6,265,000 | ||
Balance, shares at Dec. 31, 2020 | 5,000,000 | 149,562,566,584 | |||||
Net loss | (5,565,000) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 5,000 | $ 1,050,000 | $ 832,000 | $ 2,000 | 52,860,000 | (47,996,000) | 6,753,000 |
Balance, shares at Sep. 30, 2021 | 5,000,000 | 10,500 | 8,318 | 226,828,797,262 | |||
Beginning balance, value at Mar. 31, 2021 | $ 5,000 | $ 5,775,000 | $ 832,000 | $ 1,000 | 47,966,000 | (43,867,000) | 10,712,000 |
Balance, shares at Mar. 31, 2021 | 5,000,000 | 57,748 | 8,318 | 158,244,931,162 | |||
Issuance of Series B preferred stock for cash | $ 85,000 | 85,000 | |||||
Issuance of Series B preferred stock for cash, shares | 850 | ||||||
Beneficial conversion feature of series B convertible preferred stock | 85,000 | (85,000) | |||||
Conversion of Series B preferred stock | $ (4,810,000) | $ 1,000 | 4,809,000 | ||||
Conversion of Series B preferred stock, shares | (48,098) | 68,583,866,100 | |||||
Net loss | (1,985,000) | (1,985,000) | |||||
Ending balance, value at Jun. 30, 2021 | $ 5,000 | $ 1,050,000 | $ 832,000 | $ 2,000 | 52,860,000 | (45,937,000) | 8,812,000 |
Balance, shares at Jun. 30, 2021 | 5,000,000 | 10,500 | 8,318 | 226,828,797,262 | |||
Net loss | (2,059,000) | (2,059,000) | |||||
Ending balance, value at Sep. 30, 2021 | $ 5,000 | $ 1,050,000 | $ 832,000 | $ 2,000 | $ 52,860,000 | $ (47,996,000) | $ 6,753,000 |
Balance, shares at Sep. 30, 2021 | 5,000,000 | 10,500 | 8,318 | 226,828,797,262 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (5,565,000) | $ (9,924,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Allocations of corporate overhead | 6,423,000 | |
Provision for bad debts | 29,000 | |
Amortization of intangibles | 405,000 | 2,000 |
Depreciation expense | 6,000 | 385,000 |
Realized gain on marketable securities | (333,000) | |
Changes in operating assets and liabilities | ||
Accounts receivable | 246,000 | 165,000 |
Prepaid expenses and other current assets | (97,000) | 168,000 |
Accounts payable and accrued liabilities | 158,000 | (370,000) |
Other current liabilities | (280,000) | (182,000) |
Net Cash Used in Operating Activities | (5,127,000) | (3,637,000) |
Cash Flows from Investing Activities | ||
Net cash received from acquisition | 955,000 | |
Purchase of property and equipment | (38,000) | |
Proceeds from the sale of marketable securities | 397,000 | |
Purchase of software | (435,000) | |
Net Cash Provided by (Used in) Investing Activities | 917,000 | (38,000) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Series B preferred stock | 4,810,000 | |
Intercompany due to (from) SRAX, Inc. | (344,000) | 3,766,000 |
Net Cash Provided by Financing Activities | 4,466,000 | 3,766,000 |
Net increase in Cash | 256,000 | 91,000 |
Cash, Beginning of Period | 1,000 | 1,000 |
Cash, End of Period | 257,000 | 92,000 |
Supplemental schedule of cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental schedule of noncash investing and financing activities | ||
Deemed dividend on series B convertible preferred stock | 5,860,000 | |
Conversion of Series B preferred stock | 4,810,000 | |
Fair value of warrants issued to SRAX, Inc. debenture holders | 885,000 | |
Assets Retained by Parent | 597,000 | |
Shares issued for the acquisition | $ 95,000 |
The Company and Basis Of Presen
The Company and Basis Of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
The Company and Basis Of Presentation | NOTE 1 – The Company and Basis Of Presentation The Company Force Protection Video Equipment Corp., (“Company”) was incorporated on March 11, 2011, under the laws of the State of Florida. On February 4, 2021, the Company entered into a Share Exchange Agreement with SRAX, Inc. (“SRAX”). Pursuant to the Share Exchange Agreement, the Company acquired all of the outstanding capital stock of BIG Token, Inc. (“BIGtoken”) a wholly owned subsidiary and an operating segment of SRAX. See Note 2 – Acquisition for further information. BIGtoken is a data technology company offering tools and services to identify and reach consumers for the purpose of marketing and advertising communication. BIGtoken is located in Westlake Village, California. BIGtoken’s technologies assist its clients in: (i) identifying their core consumers and such consumers’ characteristics across various channels in order to discover new and measurable opportunities to maximize profits associated with advertising campaigns and (ii) gaining insight into the activities of their customers. BIGtoken derives its revenues from the sale of proprietary consumer data and sales of digital advertising campaigns. Reporting Entity Presentation The balance sheet as of December 31, 2020 and the condensed consolidated statement of operations for the three and nine months ended September 30, 2020 have been derived and carved out from the consolidated financial statements and accounting records of SRAX as if BIGtoken had operated on a standalone basis within the periods presented. In connection with the Share Exchange, certain assets and liabilities presented have been transferred to FPVD at carry-over (historical cost) basis. Balances contributed by SRAX on or before the completion of the Share Exchange were based on the master separation agreement between the Company and SRAX and related documents governing the contribution. SRAX’s initial net assets contributed were approximately $ 6,000,000 600,000 Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements and notes thereto are unaudited. The interim Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The December 31, 2020 Condensed Consolidated Balance Sheet data was derived from the Company’s audited condensed consolidated financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim three and nine-month periods ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or for any future period. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with our Audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2020, included in the Company’s annual report on Form 10-K filed with the SEC on April 15, 2021. Liquidity and Going Concern The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its goods and services to achieved profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. These factors create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Unaudited Condensed Consolidated Financial Statements are issued. The Unaudited Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the Unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment the Company performed a comprehensive analysis of its current circumstances including: its financial position as of September 30, 2021, its cash flow and cash usage forecasts for the period covering one-year from the issuance date of these Unaudited Condensed Consolidated Financial Statements and its current capital structure. The Company anticipate raising additional capital through the private and public sales of its equity or debt securities, or a combination thereof. Although management believes that such capital sources will be available, there can be no assurance that financing will be available to the Company when needed in order to allow us to continue our operations, or if available, on terms acceptable to the Company. In the event the Company is not able to raise additional capital, its operations may be materially impacted, and the Company will need to curtail operations. Covid-19 The ultimate impact of the COVID-19 pandemic on the operations of the Company continues to be unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments or the Company may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on the Company’s business, financial condition and results of operations. The management of the Company continue to monitor the business environment for any significant changes that could impact their respective operations. The Company have taken proactive steps to manage costs and discretionary spending, such as remote working and reducing facility related expenses. Net Loss per Share We use Accounting Standards Codification (“ASC”) 260, “ Earnings Per Share Reclassification of Prior Year Presentation Certain prior year accounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recent Accounting Pronouncements Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In May 2021, the FASB issued ASU 2021-04, “Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The FASB is issuing this Update to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. We are currently evaluating the impact of this guidance. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | NOTE 2 – Acquisition On February 4, 2021 (“Acquisition Date”), the Company completed a series of transactions as provided for in the share exchange agreement (“Exchange Agreement”) with SRAX (“Reverse Merger”). Pursuant to the Exchange Agreement, SRAX exchanged 100 % of the issued and outstanding shares of BIGtoken for 149,562,566,584 shares of the Company’s common stock and 5,000,000 shares of the Company’s series A preferred stock. The transaction has been accounted for as a reverse merger / reverse capitalization wherein the Company is the legal acquirer, but BIGtoken is the accounting acquirer. As such, for reporting purpose, as of December 31, 2020, the Company’s total shares outstanding were restated to reflect the 149,562,566,584 shares of common stock and 5,000,000 shares of series A preferred stock. On the Acquisition Date, the assets, liabilities, and net book value of FPVD were as follows: Schedule of Acquisition of Assets, Liabilities and Net Book Value Assets Cash $ 955,000 Liabilities Series B preferred stock $ 1,050,000 Net book value Series C preferred stock 832,000 Paid in capital (927,000 ) Net book value $ (95,000 ) The Company was authorized to issue up to 20,000,000 shares of series A preferred stock (“Series A Preferred”), $ 0.0001 par value, which was redeemable at the option of the holder, with no fixed redemption date. As of the Acquisition Date there were 5,000,000 shares issued and outstanding, all of which were owned by SRAX as the result of the merger. The Company was authorized to issue up to 8,318 shares of series C preferred stock (“Series C Preferred”) with a stated value of $ 100 . The Series C Preferred are convertible into 1,546,576 shares of common stock for each share of Series C Preferred or an aggregate of 12,864,419,313 shares of common stock. As of the Acquisition Date and September 30, 2021, there were 8,318 shares issued and outstanding. The Company was authorized to issue up to 1,000,000,000,000 0.00000001 149,562,566,584 226,828,797,262 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | NOTE 3 – Other Current Liabilities BIGtoken Point liability In 2019, BIGtoken launched the BIGtoken consumer data management platform, where registered users are rewarded for undertaking actions and sharing data within the platform. The business is currently based on a platform of registered users, developed as a direct-to-consumer data marketplace where users are paid for their data. During the year ended December 31, 2019, BIGtoken instituted a policy that allows BIGtoken users to redeem outstanding BIGtoken points for cash if their account and point balances meet certain criteria. As of September 30, 2021 and December 31, 2020, BIGtoken has estimated the future liability for point redemptions to be $ 172,000 452,000 BIGtoken utilizes an account scoring system that evaluates a number of factors in determining an account’s redemption eligibility. These factors include an evaluation of the following: the infrastructure utilized by the user when engaging with BIGtoken’s systems, the user’s geographical associations, consistency, and verifiability of the user’s data. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | NOTE 4 – Stockholders’ Equity Series B Preferred Stock On March 12, 2021 (“Closing Date”), the Company entered into a Securities Purchase Agreements (“SPA”) and Registration Rights Agreements (“RRA”) with accredited investors pursuant to which investors purchased 47,248 shares of Series B Preferred Stock (“Series B Stock”) for an aggregate of $ 4,725,000 or $ 100 per share (the “Offering”). The Company had previously closed on 10,500 shares of Series B Stock or $ 1,050,000 in October of 2020. On April 12, 2021, the Company closed on an additional issuance of 850 shares of Series B Stock for an aggregate of $ 85,000 or $ 100 per share. On May 11, 2021, 48,098 shares of Series B Stock were converted into 68,583,866,100 shares of common stock, which does not include the conversion of the 10,500 shares of Series B Stock acquired in the Company acquisition, with conversion price of $ 0.0000007013 . As of September 30, 2021, there were 10,500 shares of Series B Stock outstanding. Pursuant to the terms of the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (“COD”), (i) each share of Series B Stock has a stated value of $100, (ii) the Series B Stock accrues a 5% dividend beginning one year after the original issue date and thereafter on a quarterly basis, (iii) the Series B Stock has no voting rights, except as required by law, and (iv) the Series B Stock has no liquidation preference over the Company’s Common Stock. Additionally, the Series B Stock converts into Common Stock (i) at the election of the holder at any time at a price equal to $15,000,000 divided by the fully diluted outstanding securities of the Company at the time of conversion (“Standard Conversion Price”) or (ii) automatically upon the completion of an offering of $5,000,000 or more (“Qualified Offering”) at the lower of (a) the Standard Conversion Price or (b) eighty percent (80%) of the lowest per share purchase price of Common Stock in such Qualified Offering (“Qualified Offering Conversion Price”). As a result of being oversubscribed, the Offering met the conditions of a Qualified Financing and as a result the Company issued a total of 68,583,866,100 5,860,000 47,248 10,500 48,098 Common Stock Warrants As part of SRAX’s convertible debenture offering in June 2020, SRAX negotiated the ability to release the BIGtoken business as collateral for the repayment of the debentures. As consideration for the release, SRAX agreed to require the Company to issue warrants in the new entity. The warrants were to represent 13 25,568,064,462 885,000 3 92.30 18 0.00006552 Other Equity-related Transactions Amendment of Articles of Incorporation Effective April 15, 2021, the Company further amended its articles of incorporation to reduce the par value of the Company’s common stock from $ 0.0001 to $ 0.00000001 per share. As such, the par value of common stock as of September 30, 2021 and December 31, 2020 were restated to reflect the new par value. FPVD CEO Termination On May 15, 2021, the employment of the Company’s CEO was terminated. As a result of the termination, (i) all previously issued stock-based equity awards to the previous CEO have been cancelled and (ii) and no further compensation is due and payable to the CEO. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 5 – Subsequent Events The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The following are the events after the reporting period: FPVD merger with BritePool On September 27, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BritePool, Inc., a Delaware corporation (“BritePool”), FPVD Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of SRAX (“Merger Sub”), and certain other parties. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into BritePool (the “Merger”), with BritePool surviving the Merger as a wholly owned subsidiary of the Company. The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. The Company anticipates that the Merger will close during the fourth quarter of 2021 subject certain closing conditions. Upon the closing of the Merger: (a) Each share of BritePool’s Class A and Class B common stock (“BritePool Common Stock”) outstanding immediately prior to the closing of the Merger (“Effective Time”), other than certain excluded shares, will be automatically converted solely into the right to receive a number of shares of the Company’s common stock (“Company Common Stock”) equal to the Exchange Ratio defined below (with fractional shares rounded up or down to the nearest whole number). (b) Each option to purchase shares of BritePool Common Stock (each, a “BritePool Option”) that is outstanding and unexercised immediately prior to the Effective Time will be converted into and become an option to purchase shares of Company Common Stock (the “Assumed Options”). The number of shares of Company Common Stock subject to each Assumed Option will be determined by multiplying (i) the number of shares of BritePool Common Stock that were subject to such BritePool Option, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares, and the per share exercise price for the Company Common Stock issuable upon exercise of each Assumed Option will be determined by dividing (A) the per share exercise price of such BritePool Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting per share exercise price up to the nearest one ten millionth of a cent ($0.0000001). Any restriction on the exercise of any BritePool Option will continue in full force and effect and the term, exercisability, vesting schedule, accelerated vesting provisions, and any other provisions of such BritePool Option will otherwise remain unchanged. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquisition of Assets, Liabilities and Net Book Value | On the Acquisition Date, the assets, liabilities, and net book value of FPVD were as follows: Schedule of Acquisition of Assets, Liabilities and Net Book Value Assets Cash $ 955,000 Liabilities Series B preferred stock $ 1,050,000 Net book value Series C preferred stock 832,000 Paid in capital (927,000 ) Net book value $ (95,000 ) |
The Company and Basis Of Pres_2
The Company and Basis Of Presentation (Details Narrative) - USD ($) | Sep. 30, 2021 | Feb. 02, 2021 | Dec. 31, 2020 |
Assets | $ 7,936,000 | $ 7,570,000 | |
Accounts receivable | $ 832,000 | $ 1,199,000 | |
SRAX Inc [Member] | |||
Assets | $ 6,000,000 | ||
Accounts receivable | $ 600,000 |
Schedule of Acquisition of Asse
Schedule of Acquisition of Assets, Liabilities and Net Book Value (Details) | Feb. 04, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 955,000 |
Series B preferred stock | 1,050,000 |
Series C preferred stock | 832,000 |
Paid in capital | (927,000) |
Net book value | $ (95,000) |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - $ / shares | Feb. 04, 2021 | Sep. 30, 2021 | Apr. 15, 2021 | Dec. 31, 2020 | Apr. 14, 2020 |
Business Acquisition [Line Items] | |||||
Common stock, shares outstanding | 149,562,566,584 | 226,828,797,262 | 149,562,566,584 | ||
Common stock, shares issued | 149,562,566,584 | 226,828,797,262 | 149,562,566,584 | ||
Common Stock, Shares Authorized | 1,000,000,000,000 | 1,000,000,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.0001 | |
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Conversion of Stock, Shares Converted | 12,864,419,313 | ||||
Series A Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Preferred Stock, Shares Outstanding | 5,000,000 | ||||
Series A Preferred Stock [Member] | Holder [Member] | |||||
Business Acquisition [Line Items] | |||||
Preferred Stock, Shares Authorized | 20,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Series C Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Preferred Stock, Shares Authorized | 8,318 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | ||||
Preferred Stock, Shares Outstanding | 8,318 | ||||
Conversion of Stock, Shares Converted | 1,546,576 | ||||
Share Exchange Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
[custom:PercentageOfIssuedAndOutstandingStock-0] | 100.00% | ||||
Share Exchange Agreement [Member] | Series A Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
[custom:NumberOfCommonStockReceived] | 5,000,000 | ||||
Share Exchange Agreement [Member] | Series A Preferred Stock [Member] | Previously Reported [Member] | |||||
Business Acquisition [Line Items] | |||||
[custom:NumberOfCommonStockReceived] | 5,000,000 |
Other Current Liabilities (Deta
Other Current Liabilities (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities, Current | $ 172,000 | $ 452,000 |
Big Token Inc [Member] | ||
Other Liabilities, Current | $ 172,000 | $ 452,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | May 11, 2021 | Apr. 12, 2021 | Mar. 12, 2021 | Feb. 04, 2021 | Oct. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Apr. 15, 2021 | Dec. 31, 2020 | Apr. 14, 2020 |
Class of Stock [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.0001 | |||||
Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants term | 3 years | |||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant measurement input | 92.30 | |||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant measurement input | 18 | |||||||||
Warrant [Member] | Measurement Input, Share Price [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant measurement input | 0.00006552 | |||||||||
Share Exchange Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percentage of issued and outstanding stock | 100.00% | |||||||||
Share Exchange Agreement [Member] | Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percentage of issued and outstanding stock | 13.00% | |||||||||
Number of common stock to purcahse warrants | 25,568,064,462 | |||||||||
Fair value of warrants | $ 885,000 | |||||||||
Series B Preferred Stock One [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 48,098 | 47,248 | ||||||||
Number of shares issued during period, shares | 10,500 | 10,500 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued during period, shares | 850 | 47,248 | ||||||||
Stock Issued During Period, Value, New Issues | $ 85,000 | |||||||||
Shares Issued, Price Per Share | $ 100 | |||||||||
Stock issued convertible | 68,583,866,100 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 10,500 | |||||||||
[custom:AcquisitionConversionPrice-0] | 0.000001 | |||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 4,725,000 | $ 1,050,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 100 | |||||||||
Number of shares issued during period, shares | 10,500 | |||||||||
Issuance of shares, description | Pursuant to the terms of the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (“COD”), (i) each share of Series B Stock has a stated value of $100, (ii) the Series B Stock accrues a 5% dividend beginning one year after the original issue date and thereafter on a quarterly basis, (iii) the Series B Stock has no voting rights, except as required by law, and (iv) the Series B Stock has no liquidation preference over the Company’s Common Stock. Additionally, the Series B Stock converts into Common Stock (i) at the election of the holder at any time at a price equal to $15,000,000 divided by the fully diluted outstanding securities of the Company at the time of conversion (“Standard Conversion Price”) or (ii) automatically upon the completion of an offering of $5,000,000 or more (“Qualified Offering”) at the lower of (a) the Standard Conversion Price or (b) eighty percent (80%) of the lowest per share purchase price of Common Stock in such Qualified Offering (“Qualified Offering Conversion Price”). | |||||||||
Series B Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued during period, shares | 68,583,866,100 | |||||||||
Stock issued convertible | 48,098 | |||||||||
Beneficial conversion feature | $ 5,860,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended |
Dec. 31, 2021 | |
Forecast [Member] | |
Issuance of shares, description | Each option to purchase shares of BritePool Common Stock (each, a “BritePool Option”) that is outstanding and unexercised immediately prior to the Effective Time will be converted into and become an option to purchase shares of Company Common Stock (the “Assumed Options”). The number of shares of Company Common Stock subject to each Assumed Option will be determined by multiplying (i) the number of shares of BritePool Common Stock that were subject to such BritePool Option, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares, and the per share exercise price for the Company Common Stock issuable upon exercise of each Assumed Option will be determined by dividing (A) the per share exercise price of such BritePool Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting per share exercise price up to the nearest one ten millionth of a cent ($0.0000001). Any restriction on the exercise of any BritePool Option will continue in full force and effect and the term, exercisability, vesting schedule, accelerated vesting provisions, and any other provisions of such BritePool Option will otherwise remain unchanged. |