Asfiled with the Securities and Exchange Commission on July 23, 2021

RegistrationNo. [*]

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

FORCEPROTECTION VIDEO EQUIPMENT CORP.

(Exactname of registrant as specified in its charter)

Florida

(Stateor jurisdiction of incorporation or organization)

7311

(PrimaryStandard Industrial Classification Code Number)

45-1443512

(I.R.S.Employer Identification Number)

2629Townsgate Road, Suite 215

WestlakeVillage, CA 91361

(714)312-6844

(Address,including zip code, and telephone number,

includingarea code, of registrant’s principal executive offices)

Agentfor Service:

EricLittman

9695S.W. 104^th Street #210

Miami,FL 33156

(305)663-3333

(Name,address, including zip code, and telephone number,

includingarea code, of agent for service)

Copyto:

RaulSilvestre and Dennis Gluck

SilvestreLaw Group, P.C.

2629Townsgate Road, Suite 215

WestlakeVillage, CA 91361

(818)597-7552

Fax(805) 553-9783

Fromtime to time after this registration statement becomes effective.

(Approximatedate of commencement of proposed sale to the public)

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. [X]

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. [  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities act. [  ]

CALCULATIONOF REGISTRATION FEES

THEREGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THEREGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVEIN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVEON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

SUBJECTTO COMPLETION, DATED JULY 23, 2021

Theinformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor doesit seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

242,280,263,789Shares

CommonStock

Thisprospectus relates to the resale of 242,280,263,789 shares of our common stock, by the selling stockholder(s) identified in theselling stockholders tables beginning on page 22 of this prospectus (“Selling Stockholder(s)”). The shares of common stockinclude (i) 68,583,866,100 shares that were issued pursuant to the conversion of 48,098 shares of Series B Convertible Preferred Stock,(ii) 24,133,831,105 shares issuable upon the exercise of 24,133,831,105 outstanding FPVD Warrants (as defined below) expiringon February 4, 2024, and 149,562,566,584 shares that were issued to SRAX, Inc., our former parent company. We will not receiveany proceeds from the sale of these shares by the Selling Stockholders. In the event that the FPVD Warrants are exercised for cash, wewould receive the cash proceeds (see Use of Proceeds beginning on page 21 of this Prospectus).

TheSelling Stockholders will sell their shares of common stock at $      per share until our shares arequoted on the OTCQB, OTCQX or listed on a national securities exchange, and thereafter, atfixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiatedprices, including, without limitation, in one or more transactions that may take place by ordinary brokerage transactions, privately-negotiatedtransactions or through sales to one or more underwriters or broker-dealers for resale. We provide more information about how a SellingStockholder may sell its shares of common stock in the section titled “Plan of Distribution” on page 31.

Ourcommon stock is quoted on the Pink Sheets of the OTC Markets Group Inc., under the symbol “FPVD”. On July 22, 2021,the closing price of our common stock was $0.0042 per share. You are urged to obtain current market quotations of our common stockbefore purchasing any of the shares being offered for sale pursuant to this prospectus.

Ourprincipal executive offices are located at 2629 Townsgate Road #215, Westlake Village, California 91361, telephone number 714-312-6844.

Investingin our common stock is highly speculative and involves a high degree of risk. You should consider carefully the risks anduncertainties in the section entitled “Risk Factors” beginning on page 5 of this prospectus before investing in ourcommon stock.

Thedate of this prospectus is _______, 2021

TABLEOF CONTENTS

Pleaseread this prospectus carefully. It describes our business, our financial condition and our results of operations. We have prepared thisprospectus so that you will have the information necessary to make an informed investment decision.

Youmay rely only on the information contained in this prospectus. We have not, authorized anyone to provide information or to make representationsnot contained in this prospectus. This prospectus is neither an offer to sell, nor a solicitation of an offer to buy, these securitiesin any jurisdiction where an offer or solicitation would be unlawful. Neither the delivery of this prospectus, nor any sale made underthis prospectus, means that the information contained in this prospectus is correct as of any time after the date of this prospectus.This prospectus may be used only where it is legal to offer and sell these securities.

USEOF MARKET AND INDUSTRY DATA

Thisprospectus includes market and industry data that has been obtained from third party sources, including industry publications, as wellas industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (includingour management’s estimates and assumptions relating to such industries based on that knowledge). Management’s knowledge ofsuch industries has been developed through its experience and participation in these industries. While our management believes the third-partysources referred to in this prospectus are reliable, neither we nor our management have independently verified any of the data from suchsources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources. Internally preparedand third-party market forecasts, in particular, are estimates only and may be inaccurate, especially over long periods of time. Furthermore,references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed asdepicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report,survey or article is not incorporated by reference in this prospectus.

ADVISEMENT

Weurge you to read this entire prospectus carefully, including the” Risk Factors” section and the financial statements andrelated notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and ExchangeCommission (“SEC”) as well as our Quarterly Report on Form 10-Q for the three month period ended March 31, 2021, and allsubsequent reports we file with the SEC. As used in this prospectus, unless the context otherwise requires, the words “we,”“us,” “our,” “the Company,” “FPVD” and “Registrant” refer to Force ProtectionVideo Equipment Corp and our wholly owned subsidiary, BIG Token, Inc. Also, any reference to “common stock” or “commonshares” refers to our $0.00000001 par value common stock. Also, any reference to “preferred stock” or “preferredshares” refers to our $0.0001 par value Series A preferred stock, our $0.0001 par value series B preferred stock our $0.0001 parvalue Series C preferred stock, The information contained herein is current as of the date of this prospectus, unless another date isspecified.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

ThisProspectus includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended,or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such forward-lookingstatements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenuesand anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,”“anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantlyfrom those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are notlimited to, those discussed in the sections “Description of Business,” “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations.” You should carefully review the risks described in thisProspectus and other documents we file from time to time with the Securities and Exchange Commission including our Annual Reports onForm 10-K and our Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on the forward-looking statements, whichspeak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statementsor reflect events or circumstances after the date of this document.

Asused herein, references to (i) “Exchange Agreement” refer to that certain share exchange agreement entered into by and betweenthe Company, SRAX, Inc., and Paul Feldman (the Company’s prior CEO) on September 30, 2020, (the “Share Exchange”) (ii)“Exchange Amendment” refers to the amendment to the Exchange Agreement entered into by between the Company, SRAX, and PaulFeldman on January 27, 2021, (iii) “TSA” refer to the transition services agreement entered into by and between SRAX andBIGtoken on January 27, 2021, (iv) “MSA” refer to the master separation agreement entered into by BIGtoken and SRAX on January27, 2021, (v) “FPVD Warrants” refer to the common stock purchase warrants the Company issued as a result of SRAX’sJune 30, 2020 convertible debt offering whereby we assumed the obligation to issue 25,568,064,465 Common Stock purchase warrants, and(vi) “Debt Exchange Agreement” refer to the debt exchange agreement the Company entered into with RedDiamond Partners, LLC(“RedDiamond”) pursuant to which RedDiamond exchanged an aggregate of $815,520 of principal plus accrued interest for (i)7,000,000,000 shares of unrestricted Common Stock and (ii) 8,318 shares of Series C Convertible Preferred Stock, convertible intoapproximately 12,864,419,313 shares of common Stock.

RISKFACTORS

Investingin our Common Stock involves substantial risk. You should carefully consider the risks and uncertainties described below, together withall of the other information in this Prospectus, including our financial statements and the related notes included elsewhere in thisProspectus, before deciding whether to invest in shares of our common stock. We describe below what we believe are currently the materialrisks and uncertainties we face, but they are not the only risks and uncertainties we face. Additional risks and uncertainties that weare unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could bematerially and adversely affected. In that event, the market price of our common stock could decline and you could lose part or all ofyour investment.

RisksRelated to Our Business

Our business ispartly dependent on the acquisition of products or technologies.

Our business plan currently contemplates theacquisition of assets in the ad-tech industry to complement our BIGtoken platform. If we are successful in acquiring additional assets,the process to implement such potential assets or products into our current organization may be time-consuming, involve substantial expendituresof resources, and depends upon a number of factors, including the availability of alternative products and services. Additionally,due to our cash position, we may be required to issue a large amount of our securities for such acquisitions which may result in substantialdilution to our existing shareholders. If we are not successful in our acquisition strategy, we will have invested substantial amountsof time and money without developing revenue-producing products.

Wehave a history of operating losses and there are no assurances we will report profitable operations in the foreseeable future.

Wehave losses from operations of $8,581,000 and $15,981,000 for the years ended December 31, 2020 and 2019, respectively. Additionally,for the three months ended March 31, 2021 and 2020, we recorded losses from operations of $1,521,000 and $3,051,000, respectively, andaccumulated deficit of $43,867,000 and $23,327,000, respectively. Our future success depends upon our ability to continue to growour revenues, contain our operating expenses and generate profits. We do not have any long-term agreements with our customers. Thereare no assurances that we will be able to increase our revenues and cash flow to a level which supports profitable operations. We maycontinue to incur losses in future periods until such time, if ever, as we are successful in significantly increasing our revenues andcash flow beyond what is necessary to fund our ongoing operations and pay our obligations as they become due. If we are not able to grow,increase revenue and begin generating consistent profits, it is unlikely we will be able to generate sufficient cash from operationsto pay our operating expenses and service our debt obligations, or report profitable operations in future periods.

Wemay not be able to continue as a going concern if we do not obtain additional financing.

Wehave incurred losses since our inception and have not demonstrated an ability to generate revenues from the sales of our proposed products.Our ability to continue as a going concern is dependent on raising capital from the sale of our common stock and/or obtaining debt financing.Our cash, cash equivalents and short-term investment balance as of March 31, 2021 was approximately $4,850,000. On April 12, 2021 weclosed on an additional $85,000 in the private placement of our Series B Preferred Stock. Based on our cash, cash equivalents and shortterm investments, as well as the proceeds from the offering, as well as our current expected level of operating expenditures, we expectto be able to fund our operations through the third quarter of 2021. Our ability to remain a going concern is wholly dependent upon ourability to continue to obtain sufficient capital to fund our operations. Accordingly, despite our ability to secure capital in the past,there can be no assurance that additional equity or debt financing will be available to us when needed or that we may be able to securefunding from any other sources. In the event that we are not able to secure funding, we may be forced to curtail operations, delay orstop ongoing clinical trials, cease operations altogether or file for bankruptcy.

Wewill need to raise additional capital to continue operations.

Asof March 31, 2021, we had $4,850,000 in cash or cash equivalents or short-term investment. Based on our cash, cash equivalents and shortterm investments, as well as our current expected level of operating expenditures, we expect to be able to fund our operations throughthe third quarter of 2021. We cannot assure you that we will be able to secure additional capital through financing transactions, includingissuance of debt. Our inability to operate profitably, or secure additional financing will materially impact our ability to fund ourcurrent and planned operations.

Wehave spent and expect to continue spending substantial cash in the execution of our business plan and the development of the BIG Tokenplatform. We cannot assure you that financing will be available if needed. If additional financing is not available, we may not be ableto fund our operations, develop or enhance our product offerings, take advantage of business opportunities or respond to competitivemarket pressures. If we exhaust our cash reserves and are unable to secure additional financing, we may be unable to meet our obligationswhich could result in us initiating bankruptcy proceedings or delaying or eliminating some or all our research and product developmentprograms.

Ourfailure to maintain an effective system of internal control over financial reporting may result in the need for us to restate previouslyissued financial statements. As a result, current and potential stockholders may lose confidence in our financial reporting, which couldharm our business and value of our stock.

Ormanagement has determined that, as of March 31, 2021, we did not maintain effective internal controls over financial reporting basedon criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Frameworkas a result of identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency,or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a materialmisstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Ourauditors have expressed substantial doubt about our ability to continue as a going concern.

Ourauditors’ report on our December 31, 2020 consolidated financial statements expresses an opinion that our capital resources asof the date of their audit report were not sufficient to sustain operations or complete our planned activities for the upcoming yearunless we raised additional funds. Our current cash level raises substantial doubt about our ability to continue as a going concern pastthe third quarter of 2021. If we do not obtain additional capital by such time, we may no longer be able to continue as a going concernand may cease operation or seek bankruptcy protection.

Ifwe are unable to successfully retain and integrate a new management team, our business could be harmed.

Wehave historically operated as a business unit of SRAX. Our success depends largely on the development and execution of our business strategyby our senior management team. Effective May 15, 2021, Lou Kerner was terminated as Chief Executive Officer and Christopher Miglino wasappointed interim principal executive officer. Our success depends largely on the development and execution of our business strategyby our senior management team. We currently have a limited executive team which may adversely affect our business. Additionally, theloss of any members or key personnel would likely harm our ability to implement our business strategy and respond to the rapidly changingmarket conditions in which we operate. There may be a limited number of persons with the requisite skills to serve in these positions,and we cannot assure you that we would be able to identify or employ such qualified personnel on acceptable terms, if at all. We cannotassure you that management will succeed in working together as a team. In the event we are unsuccessful, our business and prospects couldbe harmed.

Wehave no operating history as a standalone entity or management team as presently configured which results in a high degree of uncertaintyregarding our ability to effectively operate our business.

Ourlimited staff, operating history as well as our recently appointed management team means that there is a high degree of uncertainty regardingour ability to:

Noassurances can be given as to exactly when, if at all, we will be able to develop our business or take the necessary steps to derivenet income.

Wemay have difficulty in retaining employees given our current stock price, market capitalization, and the terms of our equity compensationplans.

Subsequentto the completion of the Share Exchange and the recent conversion of Series B Preferred Stock, as of May 11, 2021 the Company has 225,616,776,660shares of Common Stock outstanding and a market capitalization of approximately $1 billion. The market capitalization is significantlyhigher than that of SRAX, the former parent corporation while it owned BIG Token as a wholly owned subsidiary. Accordingly, the marketcapitalization of the Company may not be indicative of its actual value. Furthermore, the Company may have difficulty in hiring new employeesand retaining qualified employees as a result of our 2021 Equity Incentive Plan requiring stock grants to be issued at market value,which new or current employees may determine to be unattractive given our current valuation. Additionally, we are only authorized toissue 15,824,493,516 shares under our 2021 Equity Incentive Plan, which may be inadequate to issue grants needed to retain qualifiedpersonnel until January 1, 2022, where the number of shares under such plan will increase. Accordingly, our inability to attract or retainemployees during this time may materially impact our business.

Wemay be required to expend significant capital to redeem BIGtoken Points which will negatively impact our ability to fund our core operations.

Usersof BIGtoken receive points for undertaking certain actions on the platform that may be redeemed directly for cash from us, with suchvalue as determined by management. Accordingly, we are currently obligated to redeem users’ points which are earned on BIGtoken.We are currently redeeming each point for up to $0.01, subject to the user meeting certain conditions. As of March 31, 2021, we recordeda contingent liability for future point redemptions equal to approximately $313,000 and we have redeemed an aggregate amount of approximately$1,016,000 as of May 27, 2021. As of March 31, 2021, we had approximately 16 million application downloads. There can be no assurancethat we will have enough cash reserves, or if we do have sufficient cash, if we will be able to continue to fund our other business obligationsand operational expenses.

Ifour efforts to attract and retain BIGtoken users are not successful, our number of users and the amount of data collected could failto reach critical mass, grow, or decline and our potential for BIGtoken to earn revenues may be materially affected.

Wewill be dependent on advertisers to pay us for access to user data. We must attract users to grow the amount of accessible data and makeit attractive to these third parties. If the public does not perceive our mission or our services to be reliable, valuable or of highquality, we may not be able to attract or retain users and create a critical mass of data which will impact our ability to earn revenueswhich could have a materially adversely affected us.

Naturaldisasters, epidemic or pandemic disease outbreaks, trade wars, political unrest or other events could disrupt our business or operationsor those of our development partners, manufacturers, regulators or other third parties with whom we conduct business now or in the future.

Awide variety of events beyond our control, including natural disasters, epidemic or pandemic disease outbreaks (such as the recent novelcoronavirus outbreak), trade wars, political unrest or other events could disrupt our business or operations or those of our manufacturers,regulatory authorities, or other third parties with whom we conduct business. These events may cause businesses and government agenciesto be shut down, supply chains to be interrupted, slowed, or rendered inoperable, and individuals to become ill, quarantined, or otherwiseunable to work and/or travel due to health reasons or governmental restrictions. For example, California recently ordered most businessesclosed, mandating work-from-home arrangements, where feasible, in response to the coronavirus pandemic. These limitations could negativelyaffect our business operations and continuity and could negatively impact our ability to timely perform basic business functions, includingmaking SEC filings and preparing financial reports. If our operations or those of third parties with whom we have business are impairedor curtailed as a result of these events, the development and commercialization of our products and product candidates could be impairedor halted, which could have a material adverse impact on our business.

Challengesin acquiring user data could adversely affect our ability to retain and expand BIGtoken, and therefore could materially affect our business,financial condition, and results of operations.

Inorder to expand BIGtoken, we must continue to expend resources to make the submission of user data as user-friendly as possible. We,and our users, may face legal, logistical, cultural, and commercial challenges in procuring user data. Additionally, once such data isobtained, if the process for validation and collection of rewards may be perceived as too cumbersome and discourage potential users fromsubmission. We may need to expend significant resources on user interfaces for evolving platforms, such as mobile devices. Inconveniencesto our users or potential users at any stage of the process may materially challenge our growth.

Ifwe fail to ensure that the user data derived from BIGtoken is of high quality, our ability to attract customers or monetize the datamay be materially impaired.

Thereliability of our user data depends upon the integrity and the quality of the process of accepting user data into BIGToken. We willtake certain measures to validate user data submitted by our users and potential users to assure a high quality of data in BIGToken andgenerally confirming that data is submitted in accordance with our terms for such data. We must continue to invest in our quality controlmeasures relating to BIGtoken in order to provide a high-quality product to potential customers.

IfBIGtoken experiences an excessive rate of user attrition, our ability to attract customers could fail.

Usersmay elect to have their data deleted from BIGtoken at any time. We must continually add new users both to replace users who choose todelete their data and to increase our user base. Users may choose to delete their data for many reasons. If users are concerned aboutprivacy and security and do not perceive BIGtoken to be reliable, if we fail to keep users engaged and interested in our application,or if we simply lose our users’ attention, we could fail to gather sufficient user data and our ability to earn revenues may bematerially affected.

Ifwe are unable to manage our marketing and advertising expenses, it could materially harm our results of operations and growth.

Weplan to rely in part on our marketing and advertising efforts to attract new members. Our future growth and profitability, as well asthe maintenance and enhancement of our brand, will depend in large part on the effectiveness and efficiency of our marketing and advertisingstrategies and expenditures. If we are unable to maintain our marketing and advertising channels on cost-effective terms, our marketingand advertising expenses could increase substantially, and our business, financial condition and results of operations may suffer. Inaddition, we may be required to incur significantly higher marketing and advertising expenses than we currently anticipate if excessivenumbers of members withdraw their member data from our database.

Failureto comply with federal, state and local laws and regulations or our contractual obligations relating to data privacy, protection andsecurity of BIGtoken user data, and civil liabilities relating to breaches of privacy and security of user data, could damage our reputationand harm our business.

Avariety of federal, state and local laws and regulations govern the collection, use, retention, sharing and security of user data. Wewill collect BIGtoken user data from and about our members when they redeem rewards and maintain that date in our BIGtoken Application.Claims or allegations that we have violated applicable laws or regulations related to privacy, data protection or data security couldin the future result in negative publicity and a loss of confidence in us by our users and potential new users and may subject us tofines and penalties by regulatory authorities. In addition, we have privacy policies and practices concerning the collection, use anddisclosure of user data as part of our agreements with our members, including ones posted on our website. Several Internet companieshave incurred penalties for failing to abide by the representations made in their privacy policies and practices. In addition, our useand retention of user data could lead to civil liability exposure in the event of any disclosure of such information due to hacking,malware, phishing, inadvertent action or other unauthorized use or disclosure. Several companies have been subject to civil actions,including class actions, relating to this exposure.

Wehave incurred, and will continue to incur, expenses to comply with data privacy, protection and security standards and protocols forBIGtoken user data imposed by law, regulation, self-regulatory bodies, industry standards and contractual obligations. Such laws, standardsand regulations, however, are evolving and subject to potentially differing interpretations, and federal, state and provincial legislativeand regulatory bodies may expand current or enact new laws or regulations regarding privacy matters. Additionally, we accept user fromforeign countries which subjects us to the personal and other data privacy, protection and security laws of those countries, we are unableto predict what additional legislation, standards or regulation in the area of privacy and security of personal information could beenacted or its effect on our operations and business.

Ifwe are unable to satisfy data privacy, protection, security, and other government- and industry-specific requirements, our growth couldbe harmed.

Weneed or may in the future need to comply with a number of data protection, security, privacy and other government- and industry-specificrequirements, including those that require companies to notify individuals of data security incidents involving certain types of personaldata. Security compromises could harm our reputation, erode user confidence in the effectiveness of our security measures, negativelyimpact our ability to attract new members, or cause existing users to withdraw their data from BIGtoken.

Regulatory,legislative or self-regulatory developments regarding internet privacy matters could adversely affect our ability to conduct our business.

TheUnited States and foreign governments have enacted, considered or are considering legislation or regulations that could significantlyrestrict our ability to collect, process, use, transfer and pool data collected from and about consumers and devices. Trade associationsand industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising.Various U.S. and foreign governments, self-regulatory bodies and public advocacy groups have called for new regulations specificallydirected at the digital advertising industry, and we expect to see an increase in legislation, regulation and self-regulation in thisarea. The legal, regulatory and judicial environment we face around privacy and other matters is constantly evolving and can be subjectto significant change. For example, the General Data Protection Regulation, or GDPR, which was agreed by E.U. institutions in 2016 andcame into effect after a two-year transition period on May 25, 2018, updated and modernized the principles of the 1995 Data ProtectionDirective and significantly increases the level of sanctions for non-compliance. Data Protection Authorities will have the power to imposeadministrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwideturnover of the preceding financial year. Similarly, the E-Privacy Regulation, which was launched by the European Parliament in October2016, could result in, once enacted, new rules and mechanisms for “cookie” consent. In addition, the interpretation and applicationof data protection laws in the U.S., Europe and elsewhere are often uncertain and in flux. Legislative and regulatory authorities aroundthe world may decide to enact additional legislation or regulations, which could reduce the amount of data we can collect or processand, as a result, significantly impact our business. Similarly, clarifications of and changes to these existing and proposed laws, regulations,judicial interpretations and industry standards can be costly to comply with, and we may be unable to pass along those costs to our clientsin the form of increased fees, which may negatively affect our operating results. Such changes can also delay or impede the developmentof new solutions, result in negative publicity and reputational harm, require significant incremental management time and attention,increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existingbusiness practices, including our ability to charge per click or the scope of clicks for which we charge. Additionally, any perceptionof our practices or solutions as an invasion of privacy, whether or not such practices or solutions are consistent with current or futureregulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators,which could disrupt our business and expose us to increased liability. Finally, our legal and financial exposure often depends in parton our clients’ or other third parties’ adherence to privacy laws and regulations and their use of our services in ways consistentwith visitors’ expectations. We rely on representations made to us by clients that they will comply with all applicable laws, includingall relevant privacy and data protection regulations. We make reasonable efforts to enforce such representations and contractual requirements,but we do not fully audit our clients’ compliance with our recommended disclosures or their adherence to privacy laws and regulations.If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately,accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosuresto consumers, then we and our clients may be subject to potentially adverse publicity, damages and related possible investigation orother regulatory activity in connection with our privacy practices or those of our clients.

Privacyconcerns could damage our reputation and deter current and potential users from contributing additional data through our BIGtoken Application.If our security measures are breached resulting in the improper use and disclosure of user data, BIGtoken may be perceived as not beingsecure, users and customers may curtail or stop using BIGtoken, and we may incur significant legal and financial exposure.

Concernsabout our practices with regard to the collection, use, disclosure, or security of user data or other privacy related matters, even ifunfounded, could damage our reputation and adversely affect our operating results. Our services will involve the purchase, storage, transmissionand sale of user data, and theft and security breaches expose us to a risk of loss of this information, improper use and disclosure ofsuch information, litigation, and potential liability. Any systems failure or compromise of our security that results in the releaseof user data, or in our or our users’ ability to access such data, could seriously harm our reputation and brand and, therefore,our business, and impair our ability to attract and retain users. Additionally, if user data is somehow made public or made availablethrough a security breach, it may be used to identify our users and people related thereto. We may experience cyber-attacks of varyingdegrees. Our security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilitiesof our vendors, suppliers, their products, or otherwise. Such breach or unauthorized access, increased government surveillance, or attemptsby outside parties to fraudulently induce employees, users, or customers to disclose sensitive information in order to gain access touser data could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the securityof BIGtoken that could potentially have an adverse effect on our business. Because the techniques used to obtain unauthorized access,disable or degrade service, or sabotage systems change frequently, become more sophisticated, and often are not recognized until launchedagainst a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Additionally, cyber-attackscould also compromise trade secrets and other sensitive information and result in such information being disclosed to others and becomingless valuable, which could negatively affect our business. If an actual or perceived breach of our security occurs, the market perceptionof the effectiveness of our security measures could be harmed and we could lose members and customers.

Ourbusiness is subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, content, competition,consumer protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and couldresult in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth orengagement, or otherwise harm our business.

Weare subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, such asprivacy, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution,data security, data retention and deletion, electronic contracts and other communications, competition, protection of minors, consumerprotection, taxation and securities law compliance. Expansion of our activities in certain jurisdictions, or other actions that we maytake, may subject us to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content,competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States.

Additionally,as we allow European users, we are subject to the European General Data Protection Regulation (GDPR), effective as of May 2018. The GDPRincreases privacy rights for individuals in Europe, extends the scope of responsibilities for data controllers and data processors andimposes increased requirements and potential penalties on companies offering goods or services to individuals who are located in Europeor monitoring the behavior of such individuals (including by companies based outside of Europe). Noncompliance can result in penaltiesof up to the greater of €20 million, or 4% of global company revenues.

TheseU.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to governmentauthorities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcementof these laws and regulations are often uncertain, particularly in the newer industry in which we operate, and may be interpreted andapplied inconsistently from country to country and inconsistently with our current policies and practices.

Theselaws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to complywith and may delay or impede our international growth, result in negative publicity, increase our operating costs, require significantmanagement time and attention, and subject us to remedies that may harm our business.

Securitybreaches and improper access to or disclosure of our data or user data, or other hacking and phishing attacks on our systems, could harmour reputation and adversely affect our business.

Ourindustry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt our abilityto provide service. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data,including personal information, content, or payment information from or to users, or information from marketers, could result in theloss or misuse of such data, which could harm our business and reputation and diminish our competitive position. In addition, computermalware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become more prevalent in our industry.Our BIGtoken platform has experienced an increase in the occurrence of such attempts, and we cannot be assured that we will be able toprevent a successful attack on our systems in the future. We also regularly encounter attempts to create false or undesirable user accountsor take other actions on our BIGtoken platform for purposes such as spreading misinformation, attempting to have us improperly purchaseuser data or other objectionable ends. As a result of recent attention and growth of our BIGtoken platform, the size of our user base,and the types and volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches andattacks. Our efforts to address undesirable activity may also increase the risk of retaliatory attacks. Such attacks may cause interruptionsto the services we provide, degrade the user experience, cause users or marketers to lose confidence and trust in our products, impairour internal systems, or result in financial harm to us. Our efforts to protect our company data or the information we receive may alsobe unsuccessful due to software bugs or other technical malfunctions; employee, contractor, or vendor error or malfeasance; governmentsurveillance; or other threats that evolve. In addition, third parties may attempt to fraudulently induce employees or users to discloseinformation in order to gain access to our data or our users’ data. Cyber-attacks continue to evolve in sophistication and volume,and inherently may be difficult to detect for long periods of time. Although we are currently in the process of developing systems andprocesses that are designed to protect our data and user data, to prevent data loss, to disable undesirable accounts and activities onour BIGtoken platform, and to prevent or detect security breaches, we cannot assure you that such measures will ultimately become operationalor provide absolute security, and we may incur significant costs in protecting against or remediating cyber-attacks.

Affectedusers or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived securitybreaches or improper disclosure of data, which could cause us to incur significant expense and liability or result in orders or consentdecrees forcing us to modify our business practices, especially with regard to the BIGtoken platform. Such incidents or our efforts toremediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could have amaterial and adverse effect on our business, reputation, or financial results.

Certainuser data must be provided on a recurring basis in order to provide full value.

Certaintypes of user data will need to be contributed by users recurrently for such data to provide full value to our potential customers. Ifusers fail to provide us with sufficient recurring data, the value of the user data may substantially decrease and our ability to earnrevenues may be materially affected.

Unfavorablemedia coverage could negatively affect our business.

Unfavorablepublicity regarding, for example, our privacy practices, terms of service, regulatory activity, the actions of third parties, the useof our products or services for illicit, objectionable, or illegal ends or the actions of other companies that provide similar servicesto us, could adversely affect our reputation. Such negative publicity also could have an adverse effect on the size, engagement, andloyalty of our user base and result in user attrition which could adversely affect our business and financial results.

Weakeconomic conditions may reduce consumer demand for products and services.

Aweak economy in the United States could adversely affect demand for advertising products, and services. A substantial portion of ourrevenue is derived from businesses that are highly dependent on discretionary spending by individuals, which typically falls during timesof economic instability. Accordingly, the ability of our advertisers to increase or maintain revenue and earnings could be adverselyaffected to the extent that relevant economic environments remain weak or decline further. We currently are unable to predict the extentof any of these potential adverse effects.

Becausewe store, process, and use data, some of which contain personal information, we are subject to complex and evolving federal, state andforeign laws and regulations regarding privacy, data protection and other matters, which are subject to change.

Weare subject to a variety of laws and regulations in the United States and other countries that involve matters central to our business,including with respect to user privacy, rights of publicity, data protection, content, protection of minors and consumer protection.These laws can be particularly restrictive in countries outside the United States. Both in the United States and abroad, these laws andregulations constantly evolve and remain subject to significant change. In addition, the application and interpretation of these lawsand regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Because we store, processand use data, some of which contain personal information, we are subject to complex and evolving federal, state and foreign laws andregulations regarding privacy, data protection and other matters. Many of these laws and regulations are subject to change and uncertaininterpretation and could result in investigations, claims, changes to our business practices, increased cost of operations and declinesin user growth, retention or engagement, any of which could materially adversely affect our business, results of operations and financialcondition.

Severalproposals are pending before federal, state and foreign legislative and regulatory bodies that could significantly affect our business.For example, a revision to the 1995 European Union Data Protection Directive is currently being considered by European legislative bodiesthat may include more stringent operational requirements for data processors and significant penalties for non-compliance. In addition,the EU General Data Protection Regulation 2016/679 (“GDPR”), which came into effect on May 25, 2018, establishes new requirementsapplicable to the processing of personal data (i.e. , data which identifies an individual or from which an individual is identifiable),affords new data protection rights to individuals ( e.g. , the right to erasure of personal data) and imposes penalties for seriousdata breaches. Individuals also have a right to compensation under GDPR for financial or non-financial losses. GDPR will impose additionalresponsibility and liability in relation to our processing of personal data. GDPR may require us to change our policies and proceduresand, if we are not compliant, could materially adversely affect our business, results of operations and financial condition.

Ifadvertising on the Internet loses its appeal, our revenue could decline.

Ourbusiness model may not continue to be effective in the future for a number of reasons, including:

Ifthe number of companies who purchase online advertising and promotional services from us does not grow, we may experience difficultyin attracting publishers, and our revenue could decline.

Ourstock price may be volatile and your investment in our common stock could suffer a decline in value.

Therehas been significant volatility in the market price and trading volume of securities of technology and other companies, which may beunrelated to the financial performance of these companies. These broad market fluctuations may negatively affect the market price ofour common stock.

Somespecific factors that may have a significant effect on the market price of our common stock include:

Werely upon third parties for technology that is critical to our products, and if we are unable to continue to use this technology andfuture technology, our ability to develop, sell, maintain and support technologically innovative products would be limited.

Werely on third parties to obtain non-exclusive patented hardware and software license rights in technologies that are incorporated intoand necessary for the operation and functionality of most of our products. In these cases, because the intellectual property we licenseis available from third parties, barriers to entry into certain markets may be lower for potential or existing competitors than if weowned exclusive rights to the technology that we license and use. Moreover, if a competitor or potential competitor enters into an exclusivearrangement with any of our key third-party technology providers, or if any of these providers unilaterally decides not to do businesswith us for any reason, our ability to develop and sell products and services containing that technology would be severely limited.

Ifwe are offering products or services that contain third-party technology that we subsequently lose the right to license, then we willnot be able to continue to offer or support those products or services. In addition, these licenses may require royalty payments or otherconsideration to the third-party licensor. Our success will depend, in part, on our continued ability to access these technologies, andwe do not know whether these third-party technologies will continue to be licensed to us on commercially acceptable terms, if at all.In addition, if these third-party licensors fail or experience instability, then we may be unable to continue to sell products and servicesthat incorporate the licensed technologies, in addition to being unable to continue to maintain and support these products and services.We do require escrow arrangements with respect to certain third-party software which entitle us to certain limited rights to the sourcecode, in the event of certain failures by the third party, in order to maintain and support such software. However, there is no guaranteethat we would be able to fully understand and use the source code, as we may not have the expertise to do so. We are increasingly exposedto these risks as we continue to develop and market more products containing third-party technology and software. If we are unable tolicense the necessary technology, we may be forced to acquire or develop alternative technology, which could be of lower quality or performancestandards. The acquisition or development of alternative technology may limit and delay our ability to offer new or competitive productsand services and increase our costs of production. As a result, our business, results of operations and financial condition could bematerially adversely affected.

Thedevelopment of our operations and infrastructure in connection with our separation from SRAX, and any future expansion of such operationsand infrastructure, may not be successful, and may strain our operations and increase our operating expenses.

Inconnection with our separation from SRAX, we have begun to implement a new information technology infrastructure for our business, whichincludes the creation of management information systems and operational and financial controls unique to our business. We may not beable to put in place adequate controls in an efficient and timely manner in connection with our separation from SRAX and as our businessgrows, and our current systems may not be adequate to support our future operations. The difficulties associated with installing andimplementing new systems, procedures and controls may place a significant burden on our management and operational and financial resources.In addition, as we grow internationally, we will have to expand and enhance our communications infrastructure. If we fail to continueto improve our management information systems, procedures and financial controls, or encounter unexpected difficulties during expansionand reorganization, our business could be harmed.

Forexample, we plan to invest significant capital and human resources in the design, development and enhancement of our financial and operationalsystems. We will depend on these systems in order to timely and accurately process and report key components of our results of operations,financial condition and cash flows. If the systems fail to operate appropriately or we experience any disruptions or delays in enhancingtheir functionality to meet current business requirements, fulfil contractual obligations, accurately report our financials and otherwiserun our business could be adversely affected. Even if we do not encounter these adverse effects, the development and enhancement of systemsmay be much more costly than we anticipated. If we are unable to continue to develop and enhance our information technology systems asplanned, our business, results of operations and financial condition could be materially adversely affected.

Aspart of growing our business, we may make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, thenour business, results of operations and financial condition could be materially adversely affected and our stock price could decline.

Fromtime to time, we may undertake acquisitions to add new product and service lines and technologies, acquire talent, gain new sales channelsor enter into new sales territories. Acquisitions involve numerous risks and challenges, including relating to the successful integrationof the acquired business, entering into new territories or markets with which we have limited or no prior experience, establishing ormaintaining business relationships with new retailers, distributors or other channel partners, vendors and suppliers and potential post-closingdisputes.

Wecannot ensure that we will be successful in selecting, executing and integrating acquisitions. Failure to manage and successfully integrateacquisitions could materially harm our business, financial condition and results of operations. In addition, if stock market analystsor our stockholders do not support or believe in the value of the acquisitions that we choose to undertake, our stock price may decline.Further, these acquisitions will likely result in substantial dilution to our existing shareholders.

RisksRelated to Our Separation from SRAX

Wemay not be successful as stand-alone entity.

Pursuantto the completion of the Share Exchange, we became a stand-alone public company, although we will continue to be controlled by SRAX byvirtue of their ownership of our securities. The process of becoming a stand-alone public company is complex and may distract ourmanagement from focusing on our business and strategic priorities. Further, although we expect to have direct access to the debt andequity capital, we may not be able to issue debt or equity on terms acceptable to us or at all.

Wemay not fully realize the intended benefits of being a stand-alone public company if any of the risks identified in this“Risk Factors” section, or other events, were to occur. These intended benefits include improving the strategicand operational flexibility of our Company, increasing the focus of our management teams on our business operations, allowing ourcompany to adopt the capital structure, investment policy and dividend policy best suited to its financial profile and businessneeds, and providing our Company with its own equity currency to facilitate acquisitions and to better incentivize management. If wedo not realize these intended benefits for any reason, our business may be negatively affected. In addition, the separation couldmaterially adversely affect our business, results of operations and financial condition.

Aslong as SRAX controls us, the ability of our other shareholders to influence matters requiring stockholder approval will be limited.

Asa result of the Share Exchange, SRAX currently owns 149,562,566,584 shares of our common stock and 5,000,000 shares of our Series A PreferredStock, representing voting power of approximately 63% of our issued and outstanding capital stock as of July 22, 2021. For solong as SRAX beneficially owns shares of our outstanding securities representing at least a majority of the votes entitled to be castby the holders of our outstanding securities, SRAX will be able to elect all of the members of our board of directors and influence othervoting matters.

SRAX’sability to control our board of directors may make it difficult for us to recruit high-quality independent directors.

Solong as SRAX beneficially owns shares of our outstanding securities representing at least a majority of the votes entitled to be castby the holders of our outstanding shares, SRAX can effectively control and direct our board of directors. Further, the interests of SRAXand our other stockholders may diverge. Under these circumstances, persons who might otherwise accept our invitation to join our boardof directors may decline.

SRAX’sinterests may conflict with our interests and the interests of our other stockholders. Conflicts of interest between us and SRAX couldbe resolved in a manner unfavorable to us and our other stockholders.

Variousconflicts of interest between us and SRAX could arise. The ownership interest and voting power of SRAX in our capital stock and ownershipinterests of our directors and officers in SRAX capital stock, or service by an individual as either a director and/or officer of bothcompanies, could create or appear to create potential conflicts of interest when such individuals are faced with decisions relating tous. These decisions could include:

Potentialconflicts of interest could also arise if we decide to enter into new commercial arrangements with SRAX in the future or in connectionwith SRAX’s desire to enter into new commercial arrangements with third parties. Additionally, we may be constrained by the termsof agreements relating to our indebtedness or equity securities from taking actions, or permitting us to take actions, that may be inour best interest.

Furthermore,disputes may arise between us and SRAX relating to our past and ongoing relationships, and these potential conflicts of interest maymake it more difficult for us to favorably resolve such disputes, including those related to:

Wemay not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable to us than if we were dealingwith an unaffiliated third party. While we are controlled by SRAX, we may not have the leverage to negotiate amendments to our variousagreements with SRAX (if any are required) on terms as favorable to us as those we would negotiate with an unaffiliated third party.

Theterms of the agreements that we entered into with SRAX in connection with the separation may limit our ability to take certain actionswhich may prevent us from pursuing opportunities to raise capital, acquire other businesses or provide equity incentives to our employees,which could impair our ability to grow.

Theterms of the agreements that we entered into with SRAX in connection with the separation, including the MSA, may limit our ability totake certain actions, which could impair our ability to grow. The MSA provides that, as long as SRAX beneficially owns at least 50% ofthe total voting power of our outstanding capital stock entitled to vote in the election of our board of directors, we will not (withoutSRAX’s prior written consent) take certain actions, such as incurring additional indebtedness and acquiring businesses or assetsor disposing of assets in excess of certain amounts.

Wehave a very limited operating history as a stand-alone public company and our historical and carve-out financial information is not necessarilyrepresentative of the results we would have achieved as a stand-alone public company and may not be a reliable indicator of our futureresults.

Thehistorical financial information we have included in this Registration Statement does not reflect, what our financial condition, resultsof operations or cash flows would have been had we been a stand-alone entity during the historical periods presented, or what our financialcondition, results of operations or cash flows will be in the future as an independent entity.

Inaddition, we have not made pro forma adjustments to reflect many significant changes that will occur in our cost structure, funding andoperations as a result of our transition to becoming a public company, including changes in our employee base, potential increased costsassociated with reduced economies of scale and increased costs associated with being a publicly traded, stand-alone company.

IfSRAX experiences a change in control, our current plans and strategies could be subject to change.

Aslong as SRAX controls us, it will have significant influence over our plans and strategies, including strategies relating to marketingand growth. In the event SRAX experiences a change in control, SRAX’s incumbent owner(s) may attempt to cause us to revise or changeour plans and strategies, as well as the agreements between SRAX and us, described in this Registration Statement.

Theassets and resources that we acquired from SRAX in the separation may not be sufficient for us to operate as a stand-alone company, andwe may experience difficulty in separating our assets and resources from SRAX.

Becausewe have not operated as an independent company for a long period of time, we will need to acquire assets in addition to those contributedby SRAX and its subsidiaries to us and our subsidiaries in connection with our separation from SSRAX. Although certain assets have beenseparated and we have been operating as a stand-alone entity since the completion of the Share Exchange, we may also face difficultyin separating certain assets from SRAX’s assets and integrating newly acquired assets into our business. Our business, financialcondition and results of operations could be harmed if we fail to acquire assets that prove to be important to our operations or if weincur unexpected costs in separating our assets from SRAX’s assets or integrating newly acquired assets.

Theservices that SRAX provides to us may not be sufficient to meet our needs, which may result in increased costs and otherwise adverselyaffect our business.

Pursuantto the TSA, we expect SRAX to continue to provide us with corporate and shared services for a transitional period related to corporatefunctions, such as executive oversight, risk management, information technology, accounting, audit, legal, investor relations, tax, treasury,shared facilities, operations, customer support, human resources and employee benefits, sales and sales operations and other servicesin exchange for the fees specified in the TSA between us and SRAX. SRAX will not be obligated to provide these services in a manner thatdiffers from the nature of the services provided to the BIGtoken business during the 12-month period prior to the separation, and thuswe may not be able to modify these services in a manner desirable to us as a stand-alone public company. Further, if we no longer receivethese services from SRAX due to the termination of the TSA or otherwise, we may not be able to perform these services ourselves and/orfind appropriate third-party arrangements at a reasonable cost (and any such costs may be higher than those charged by SRAX).

Ourability to operate our business effectively may suffer if we are unable to cost-effectively establish our own administrative and othersupport functions in order to operate as a stand-alone company after the termination of our shared services and other intercompany agreementswith SRAX.

Asan operating segment of SRAX, we relied on administrative and other resources of SRAX, including information technology, accounting,finance, human resources and legal services, to operate our business. Upon completion of the Share Exchange, we have entered into variousservice agreements to retain the ability for specified periods to use these SRAX resources. While certain service shave been implementedefficiently, there is no guarantee that all services or future services may be provided at the same level as when we were a businesssegment within SRAX, and we may not be able to obtain the same benefits that we received prior to becoming a stand-alone company. Theseservices may not be sufficient to meet our needs, and after our agreements with SRAX terminates, we may not be able to replace theseservices at all or obtain these services at prices and on terms as favorable as we currently have with SRAX. We will need to create ourown administrative and other support systems or contract with third parties to replace SRAX’s systems. In addition, we have receivedinformal support from SRAX, which may not be addressed in the agreements we have entered into with SRAX, and the level of this informalsupport may diminish as we become a more independent company. Any failure or significant downtime in our own administrative systems orin SRAX’S administrative systems during the transitional period could result in unexpected costs, impact our results and/or preventus from paying our suppliers or employees and performing other administrative services on a timely basis.

Weare a smaller company relative to SRAX, which could result in increased costs and decreased revenue due to difficulty maintaining existingcustomer relationships and obtaining new customers.

Priorto the completion of the Share Exchange with SRAX, we were able to take advantage of SRAX’s size, technology and services, includinginsurance, employee benefit support and audit and other professional services. We are a smaller company than SRAX and we cannot assureyou that we will have access to financial and other resources comparable to those available to us prior to the completion of the ShareExchange. As a stand-alone company, we may be unable to obtain office space, goods, technology and services in general, as well as componentsand services that are part of our supply chain, at prices or on terms as favorable as those available to us prior the completion of theShare Exchange, which could increase our costs and reduce our profitability. Our future success depends on our ability to maintain ourcurrent relationships with existing customers, and we may have difficulty attracting new customers.

SRAXhas agreed to indemnify us for certain liabilities. However, we cannot assure that the indemnity will be sufficient to insure us againstthe full amount of such liabilities, or that SRAX’s ability to satisfy its indemnification obligation will not be impaired in thefuture.

Pursuantto the MSA and certain other agreements with SRAX, SRAX has agreed to indemnify us for certain liabilities. The MSA provides for cross-indemnitiesprincipally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibilityfor the obligations and liabilities of SRAX’s business with SRAX.

However,third parties could also seek to hold us responsible for any of the liabilities that SRAX has agreed to retain, and we cannot assurethat an indemnity from SRAX will be sufficient to protect us against the full amount of such liabilities, or that SRAX will be able tofully satisfy its indemnification obligations in the future. Even if we ultimately succeed in recovering from SRAX any amounts for whichwe are held liable, we may be temporarily required to bear these losses. Each of these risks could materially adversely affect our business,results of operations and financial condition.

Someof our directors and officers own SRAX common stock, restricted shares of SRAX common stock or options to acquire SRAX common stock andhold positions with SRAX, which could cause conflicts of interest, or the appearance of conflicts of interest, that result in our notacting on opportunities we otherwise may have.

Someof our directors and executive officers own SRAX common stock, restricted shares of SRAX stock or options to purchase SRAX common stock.

Ownershipof SRAX common stock, restricted shares of SRAX common stock and options to purchase SRAX common stock by our directors and executiveofficers, and the presence of executive officers or directors of SRAX on our board of directors could create, or appear to create, conflictsof interest with respect to matters involving both us and SRAX that could have different implications for SRAX than they do for us. Forexample, potential conflicts of interest could arise in connection with the resolution of any dispute between SRAX and us regarding termsof the agreements governing the separation and the relationship between SRAX and us thereafter, including the MSA or the transition servicesagreement. Potential conflicts of interest could also arise if we enter into commercial arrangements with SRAX in the future. As a resultof these actual or apparent conflicts of interest, we may be precluded from pursuing certain growth initiatives.

Wemay have received better terms from unaffiliated third parties than the terms we will receive in the agreements that we entered withSRAX.

Theagreements that we entered into with SRAX in connection with the separation, including the MSA and the TSA were prepared in the contextof the separation while we were still a wholly owned subsidiary of SRAX.

Ownershipof Our Securities

Salesof a substantial number of shares of our common stock in the public market could cause our stock price to decline.

OnJanuary 27, 2021, we entered into the Debt Exchange Agreement with RedDiamond. Pursuant to the Debt Exchange Agreement, we issued RedDiamond7,000,000,000 free trading shares of Common Stock which constitutes a significant amount of the public float. Additionally, we are registering242,280263,789 shares of common stock in this Registration Statement, consisting of (i) 68,583,866,100 shares issued upon conversionof the Series B Preferred Stock, (ii) 149,562,566,584 shares issued to SRAX upon the divestiture of BIGtoken, and (iii) 24,133831,105shares underlying FPVD Warrants. Although such shares will be registered, holders may only sell their shares at a set price of $      (not above or below) until we qualify for listing, and list our common shares, on a national securities exchange, OTCQB or OTCQX. Accordingly,in the event the quoted price of our common stock is $      , or we qualify and list our common stock on a national exchange, OTCQB orOTCQX, our public float will materially increase. This increase, as well as the sale or perceived sale of a large number of shares, mayresult in a further decline of our stock price. Moreover, the added conditions imposed on the sale of your shares could make selling yourshares difficult or impossible.

Ourstock price is extremely volatile, which may result in you losing a significant part of your investment.

Themarket price of our common stock is influenced by many factors, some of which are beyond our control, including those described in thisRisk Factors section and include the following:

Inparticular, the realization of any of the risks described in these “Risk Factors” could have a material adverse impacton the market price of our common stock in the future and cause the value of your investment to decline. In addition, the stock marketin general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. Thesebroad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

Wehave never paid a cash dividend and do not intend to pay cash dividends on our common stock in the foreseeable future.

Wehave never paid a cash dividend, nor do we anticipate paying cash dividends in the foreseeable future. Accordingly, any return on yourinvestment will be as a result of the appreciation of our common stock if any.

Futuresales, or the perception of future sales, of our common stock, including by SRAX, may depress the price of our common stock.

Themarket price of our common stock could decline significantly as a result of sales or other distributions of a large number of sharesof our common stock in the market, including shares that might be offered for sale or distributed by SRAX. The perception that thesesales might occur could depress the market price of our common stock. These sales, or the possibility that these sales may occur, alsomight make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. As a resultof the Share Exchange, we issued SRAX 149,562,566,584 shares of common stock. We further issued 68,583,866,100 shares of Common Stockupon conversion of Series B Preferred Stock sold in March and April of 2021. Although we raised approximately $4,800,000 in March andApril of 2021 through the sale of our Series B Preferred Stock, as we are currently not cash flow positive, we will be required to raiseadditional significant capital in the future through the sale of our debt and equity securities. Also, in the future, we may issue oursecurities in connection acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisitioncould constitute a material portion of our then-outstanding shares of our common stock. The sale of these shares into the market couldgreatly depress the market price of our common stock.

Ourcosts will increase significantly as a result of operating as a public company, and our management will be required to devote substantialtime to complying with public company regulations.

Wehave historically operated our business as a segment of a public company. As a stand-alone public company, we now have additional legal,accounting, insurance, compliance and other expenses that we have not incurred historically. Subsequent to the closing of the Share Exchange,we became obligated to file with the SEC annual and quarterly reports and other reports that are specified in Section 13 and other sectionsof the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are also be required to ensure that we have theability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition,we will become subject to other reporting and corporate governance requirements, including certain provisions of the Sarbanes-Oxley Actof 2002 (“Sarbanes-Oxley”) and the regulations promulgated thereunder, which impose significant compliance obligations uponus.

Sarbanes-Oxley,as well as rules subsequently implemented by the SEC, have imposed increased regulation and disclosure and required enhanced corporategovernance practices of public companies. We are committed to maintaining a high standard of public disclosure, and our efforts to complywith evolving laws, regulations and standards in this regard are likely to result in increased selling and administrative expenses anda diversion of management’s time and attention from revenue-generating activities to compliance activities. These changes willrequire a significant commitment of additional resources. We may not be successful in implementing these requirements and implementingthem could materially adversely affect our business, results of operations and financial condition. In addition, if we fail to implementthe requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timelyand accurate basis could be impaired. If we do not implement such requirements in a timely manner or with adequate compliance, we mightbe subject to sanctions or investigation by regulatory authorities, such as the SEC. Any such action could harm our reputation and theconfidence of investors and customers in us and could materially adversely affect our business and cause our share price to fall.

Failureto achieve and maintain effective internal controls in accordance with Section 404 of Sarbanes-Oxley could materially adversely affectour business, results of operations, financial condition and stock price.

Asa public company, we are required to document and test our internal control procedures in order to satisfy the requirements of Section404 of Sarbanes-Oxley (“Section 404”), which requires management assessments of the effectiveness of our internal controlover financial reporting. Additionally, an annual report by our independent registered public accounting firm that addresses the effectivenessof internal control over financial reporting is required. During the course of our testing, we may identify deficiencies which we maynot be able to remediate in time to meet our deadline for compliance with Section 404. Testing and maintaining internal control can divertour management’s attention from other matters that are important to the operation of our business. We also expect the regulationsunder Sarbanes-Oxley to increase our legal and financial compliance costs, make it more difficult to attract and retain qualified officersand members of our board of directors, and make some activities more difficult, time consuming and costly. We may not be able to concludeon an ongoing basis that we have effective internal control over our financial reporting in accordance with Section 404 or our independentregistered public accounting firm may not be able or willing to issue an unqualified report on the effectiveness of our internal controlover financial reporting. If we conclude that our internal control over financial reporting is not effective, we cannot be certain asto the timing of completion of our evaluation, testing and remediation actions or their effect on our operations because there is presentlyno precedent available by which to measure compliance adequacy. If either we are unable to conclude that we have effective internal controlover our financial reporting or, if required under SEC rules, our independent auditors are unable to provide us with an unqualified reportas required by Section 404, then investors could lose confidence in our reported financial information, which could have a negative effecton the trading price of our stock.

Ifsecurities or industry analysts do not publish research or reports about our business, if they adversely change their recommendationsregarding our stock or if our operating results do not meet their expectations, our stock price could decline.

Thetrading market for our common stock can be influenced by the research and reports that industry or securities analysts publish aboutus or our business. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibilityin the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analystswho cover us downgrades our stock or if our operating results do not meet their expectations, our stock price could decline.

Wecould be subject to securities class action litigation.

Inthe past, securities class action litigation has often been instituted against companies whose securities have experienced periods ofvolatility and decline in market price. Recently, we have seen the price of our Common Stock decline from approximately $0.10 to lessthan $0.005, a decline of approximately 95%. Securities litigation brought against us following such decline in the priceof our common stock is likely regardless of the merit or ultimate results of such litigation. Such litigation will result in substantialcosts, which would hurt our financial condition and results of operations and divert management’s attention and resources fromour business.

Yourpercentage ownership may be diluted in the future.

Inthe future, your percentage ownership may be diluted because of our need to raise additional capital, the conversion of outstanding convertiblesecurities and the granting of equity awards to our directors, officers and employees or otherwise as a result of equity issuances foracquisitions or capital market transactions. We anticipate granting equity awards to our employees and directors. In addition, we haveoutstanding a number of securities that are convertible into shares of our common stock. Upon conversion, you will experience substantialdilution.

Inaddition, our Articles of Incorporation authorize us to issue, without the approval of our stockholders, one or more classes or seriesof preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, includingpreferences over our common stock respecting dividends and distributions, as our board of directors generally may determine. The termsof one or more classes or series of preferred stock could dilute the voting power or reduce the value of our Common Stock. For example,the Company could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happeningof specified events or the right to veto specified transactions.

Weare a smaller reporting company and as a result have certain reduced disclosure requirements.

Weare a “smaller reporting company” as defined in the Securities Act, as such, we are required to comply with certain reduceddisclosure requirements for public company reporting requirements for future filings. As a smaller reporting company, we are not requiredto disclose certain executive compensation information only two years of audited financial statements in our public filings.

Ourboard of directors has the ability to issue blank check preferred stock, which may discourage or impede acquisition attempts or othertransactions.

Ourboard of directors has the power, subject to applicable law, to issue series of preferred stock that could, depending on the terms ofthe series, impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, a seriesof preferred stock may impede a business combination by including class voting rights, which would enable the holder or holders of suchseries to block a proposed transaction. Our board of directors will make any determination to issue shares of preferred stock on itsjudgment as to our and our stockholders’ best interests. Our board of directors, in so acting, could issue shares of preferredstock having terms which could discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders maybelieve to be in their best interests or in which stockholders would have received a premium for their stock over the then prevailingmarket price of the stock.

Ourcommon stock is considered a “penny stock,” and is subject to additional sale and trading regulations thatmay make it more difficult to sell.

Ourcommon stock is considered a “penny stock.” The principal result or effect of being designated a penny stock is thatsecurities broker-dealers participating in sales of our common stock are subject to the penny stock regulations set forth in Rules15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to providepotential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt ofthe document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover,Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before sellingany penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning hisor her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, thattransactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonablycapable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basison which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from theinvestor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives.Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their sharesto third parties or to otherwise dispose of them in the market or otherwise.

FINRAsales practice requirements may also limit a stockholder’s ability to buy and sell ourstock.

TheFinancial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investmentto a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior torecommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtaininformation about the customer’s financial status, tax status, investment objectives and other information. Under interpretationsof these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at leastsome customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares,which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Thenumber of brokerage firms depositing and transacting trades for penny stock companies with a bid price of below one penny is very limited.

Currently,our common stock is traded on the OTC Markets Pink Tier with closing bid and ask prices below one penny. Many traditional brokeragefirms and on-line brokerages refuse to accept for deposit and trade any penny stocks generally. For those that do, the time, effortand costs associated with depositing common stock in companies such as our with a sub-pennybid and ask are onerous, time consuming and costly. This may present material concerns and obstacles to those persons beneficiallyowning our common stock in certificate or book entry form, and wish to deposit same into a brokerage account.

USEOF PROCEEDS

Thisprospectus relates to shares of our Common Stock that may be offered and sold from time to time by the Selling Stockholders. There willbe no proceeds to us from the sale of (i) the 149,562,566,584 shares of Common Stock being registered for SRAX and (ii) the 68,583,866,100shares of Common Stock being registered pursuant to the conversion of the Series B Convertible Preferred Stock described herein.

Inthe event that the FPVD Warrants are exercised for cash, we will receive approximately $1,494,253, assuming the initial exercise pricesare not adjusted pursuant to the terms thereunder. We will use the proceeds received from the exercise of the FPVD Warrants, if any,for general corporate purposes.

DETERMINATIONOF OFFERING PRICE

TheSelling Stockholders will offer their shares at in the manner described in the section of this Prospectus entitled “Plan ofDistribution.”

SELLINGSTOCKHOLDERS

Thisprospectus relates to the offering and sale, from time to time, of up to 242,280,263,789 shares of our Common Stock consistingof (i) 68,583,866,100 shares that were issued pursuant to the conversion of 48,098 shares of Series B Preferred Stock, (ii) 24,133,831,105shares issuable upon the exercise of 24,133,831,105 outstanding FPVD Warrants, and 149,562,566,584 shares that were issuedto SRAX, our former parent Company.The shares being registered are being offered by the selling stockholders named in the tables below (“Selling Stockholders”).

SeriesB Convertible Preferred Stock Offering

InOctober 2020, the Company sold 10,500 shares of Series B Convertible Preferred Stock. (“Series B Preferred Stock) for an aggregateof $1,050,000 (“First Closing”). On March 12, 2021, the Company sold an additional 47,248.27 shares of Series B PreferredStock for an aggregate of $4,724,827 in cash to accredited investors (“Second Closing”). On April 12, 2021, the Company soldan additional 850 shares of Series B Preferred Stock for an aggregate of $85,000 in cash to accredited investors. As a result of theSecond and Third Closing, pursuant to the terms of the Series B Preferred Stock, 48,098 shares of Series B Preferred stock from the SecondClosing and Third Closing were converted into 68,583,866,100 shares of Common Stock, all of which are being registered hereunder. NoShares are being registered from the First Closing, pursuant to a waiver signed by the sole investor in the First Closing. The FirstClosing, Second Closing and Third Closing are referred to herein as the “Closings”.

Withrespect to the Closings, the Company entered into a registration rights agreement with the investors whereby the Company agreed toregister the shares of Common Stock underlying the Series B Preferred Stock within 180 days of the First Closing. Unless waivedby a majority of the holders of our Series B Preferred Stock (or common stock received upon conversion), the Company is requiredto pay certain penalties equal to 1% of the subscription amounts of investors in the event that the Company does not file aregistration statement registering such shares within such timeframe.

FPVDWarrants

Pursuantto SRAX’s June 30, 2020 convertible debenture offering (“Debt Offering”), as a condition to the divestiture of BIGtokenby SRAX, the Company assumed the obligation to issue an aggregate of 25,568,064,465 Common Stock purchase warrants (the “FPVD Warrants”)to: (i) purchasers in the Debt Offering and (ii) to certain SRAX warrant holders as consideration for amending their outstanding warrantsto remove certain fundamental transaction adjustments. The FPVD Warrants were issued on February 4, 2021, have a term of three(3) years, an exercise price of $0.00005844216 per share, and contain adjustments in the event of stock dividends and splits, subsequentrights offerings, pro rata distributions, and certain fundamental transactions as more fully described in the FPVD Warrants.

Additionally,the FPVD Warrants provide for price protection in the event that the Company issues Common Stock or Common Stock equivalents at an imputedpre-money valuation of less than $10,000,000 (“Qualifying Dilutive Issuance”). Upon the occurrence of a Qualifying DilutiveIssuance, (i) the number of shares underlying the FPVD Warrants will increase so that the holder of the FPVD Warrants will maintain thesame percentage ownership immediately after the Qualified Dilutive Issuance as it did immediately prior thereto and (ii) the exerciseprice will be reduced so that the aggregate exercise price will remain unchanged after taking into account the additional shares. Theadjustments to exercise price and number of shares underlying the FPVD Warrants will lapse and be of no further force or consequenceupon the earlier of (y) the Company raising aggregate proceeds of $5,000,000 at any time after the issuance of the FPVD Warrants (withthe holders receiving the benefit of such protection afforded by a Qualifying Dilutive Issuance until the first dollar over $5,000,000is raised), and (z) the Common Stock becoming listed on a national exchange or quotation system. The FPVD Warrant provide for cashlessexercise at any time after six (6) months of the issuance date in the event that the shares underlying the FPVD Warrants are not subjectto an effective registration statement.

Weare registering 24,133,831,105 of the outstanding 25,568,064,465 shares of Common Stock underlying the FPVD Warrants.

CommonStock Issued to SRAX upon Divestiture of BIGtoken

OnFebruary 4, 2021, the Company and SRAX completed the Share Exchange as described in the Exchange Agreement entered into by and betweenthe Company, SRAX, and Paul Feldman (the Company’s CEO and sole director) on September 30, 2020. The Exchange Agreement and ShareExchange were disclosed in our Current Report on Form 8-K that was filed with the Securities and Exchange Commission on October 5, 2020.

Pursuantto the Share Exchange, the Company acquired all of the outstanding capital stock of BIG Token, Inc. a wholly owned subsidiary of SRAX.As a result, the Company became a majority owned subsidiary of SRAX on such date and BIGtoken became the Company’s wholly ownedsubsidiary, and the Company adopted BIGtoken’s business plan.

Asa result of the Share Exchange, SRAX was issued 149,562,566,584 shares of the Company’s Common Stock. On January 28, 2021,the Company entered into a registration rights agreement (“SRAX RRA”) with SRAX pursuant to which SRAX was provided with“Demand” and “Piggyback” registration rights with respect to 149,562,566,584 shares of Common Stock issuedupon completion of the Share Exchange.

Weare registering all 149,562,566,584 shares issued to SRAX.

SellingStockholders

TheCommon Stock being offered by the Selling Stockholders are those issued to the Selling Stockholders as result of (i) the Series B PreferredStock converting into Common Stock pursuant to the Closings, (ii) the potential exercise of the FPVD Warrants, and (iii) the Common Stockissued to SRAX pursuant to the Share Exchange. For additional information regarding the shares of Common Stock being registered, seethe descriptions contained above entitled (i) “Series B Convertible Preferred Stock Offering”, (ii) “FPVD Warrants”,and (iii) “Common Stock Issued to SRAX upon Divestiture of BIGtoken”. We are registering the shares of Common Stock in orderto permit the Selling Stockholders to offer the shares for resale from time to time. Except for (i) the ownership of the shares of CommonStock issued pursuant to conversion of the Series B Preferred Stock, (ii) the issuance of the FPVD Warrants, or as a result of the ShareExchange, each as described above, (iv) or as specifically stated in the applicable footnotes below, the Selling Stockholdershave not had any material relationship with the Company, or SRAX within the past three years.

Thetable below lists the selling shareholders and other information regarding the beneficial ownership of the shares of Common Stock byeach of the Selling Stockholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Stockholder,based on its ownership of the shares of Common Stock (or Common Shares underlying convertible securities), as of June 21, 2021, assumingconversion of outstanding convertible securities held by the Selling Stockholders on that date, without regard to any limitations onconversions or exercises.

TheSelling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

*Represents less than 1%

(1)Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any common shares (“Common Shares”)as to which a shareholder has sole or shared voting power or investment power, and also any Common Shares which the shareholder has theright to acquire within 60 days, including upon exercise of Common Shares purchase options or warrants. There were 226,828,797,262 CommonShares outstanding as of July 14, 2021. All shares referenced below are Common Shares.

(2)Includes the sale of all Common Shares registered herein.

(3)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Jeffrey Ramson has voting and dispositive control with respect to the securities being offered.

(4)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Darian Cohen has voting and dispositive control with respect to the securities being offered.

(5)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Bruce Treitman has voting and dispositive control with respect to the securities being offered.

(6)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Marc J. Badner has voting and dispositive control with respect to the securities being offered.

(7)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Bryan John Mortenson has voting and dispositive control with respect to the securities being offered.

(8)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Antonio Ruiz-Gimenez has voting and dispositive control with respect to the securities being offered.

(9)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Kerry Propper has voting and dispositive control with respect to the securities being offered.

(10)The shares being registered represent (i) 7,129,556,440 shares of Common Stock issued upon conversion of the Company’s Series BConvertible Preferred Stock and (ii) 654,718,435 shares of Common Stock underlying FPVD Warrants. The Special Equities Opportunity Fund,LLC is an affiliate of a broker-dealer and Joseph Reda and Andrew Arno have voting and dispositive control with respect to thesecurities being offered.

(11)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Gregory Castaldo has voting and dispositive control with respect to the securities being offered.

(12)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(13)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(14)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(15)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Steve Schnipper has voting and dispositive control with respect to the securities being offered.

(16)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. H. Leigh Severance has voting and dispositive control with respect to the securities being offered.

(17)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. William A. Johnson has voting and dispositive control with respect to the securities being offered.

(18)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock

(19)The shares being registered represent (i) 855,546,770 shares of Common Stock issued upon conversion of the Company’s Series B ConvertiblePreferred Stock and (ii) 277,612,159 shares of Common Stock underlying FPVD Warrants. John P Gutfreund has voting and dispositivecontrol with respect to the securities being offered.

(20)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(21)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(22)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Todd Allen Rustman has voting and dispositive control with respect to the securities being offered. Mr. Rustman is an associatedperson of Clarity Capital Partners, a registered broker-dealer.

(23)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Guy A. Ossello has voting and dispositive control with respect to the securities being offered.

(24)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Trevor Colby is an affiliate of a broker and has voting and dispositive control with respect to the securities being offered.

(25)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Timothy P. Flaherty has voting and dispositive control with respect to the securities being offered.

(26)The shares being registered represent (i) 6,951,317,530 shares of Common Stock issued upon conversion of the Company’s Series BConvertible Preferred Stock and (ii) 2,934,391,678 shares of Common Stock underlying FPVD Warrants. Richard Abbe has voting and dispositivecontrol with respect to the securities being offered.

(27)The shares being registered represent (i) 2,317,105,840 shares of Common Stock issued upon conversion of the Company’s Series BConvertible Preferred Stock and (ii) 1,769,777,515 shares of Common Stock underlying FPVD Warrants. Richard Abbe has voting and dispositivecontrol with respect to the securities being offered.

(28)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Scot Cohen has voting and dispositive control with respect to the securities being offered.

(29)The shares being registered represent (i) 1,425,911,290 shares of Common Stock issued upon conversion of the Company’s Series BConvertible Preferred Stock and (ii) 455,702,252 shares of Common Stock underlying FPVD Warrants. Scot Cohen has voting and dispositivecontrol with respect to the securities being offered.

(30)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Carolina Oliva and Scot Cohen have voting and dispositive control with respect to the securities being offered.

(31)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Silvestre Law Group, P.C., where Mr. Silvestre serves as the managing member, currently serves as outside counsel to both (i)the Company, and (ii) SRAX, the parent company of BIG Token prior to the divestiture of BIG Token to the Company on February 4, 2021.

(32)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. William Angyalfy, as trustee, has voting and dispositive control with respect to the securities being offered.

(33)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Lauren Murro has voting and dispositive control with respect to the securities being offered.

(34)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Scot Cohen has voting and dispositive control with respect to the securities being offered.

(35)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Geri Sibilla has voting and dispositive control with respect to the securities being offered.

(36)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Whitney Scott Welker has voting and dispositive control with respect to the securities being offered.

(37)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Devidas Naraindas Budhrani has voting and dispositive control with respect to the securities being offered.

(38)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Mr. Malone currently serves as CFO and principal accounting officer of both (i) the Company, and (ii) SRAX, the parent companyof BIG Token prior to the divestiture of BIG Token to the Company on February 4, 2021.

(39)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Douglas J. Gannett has voting and dispositive control with respect to the securities being offered.

(40)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Ms. Rivera is an employee of SRAX, the parent company of BIG Token prior to the divesture of BIG Token to the Company on February4, 2021.

(41)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Mr. Delsoglio is an employee of SRAX, the parent company of BIG Token prior to the divesture of BIG Token to the Company on February4, 2021.

(42)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Ian Whitmore has voting and dispositive control with respect to the securities being offered.

(43)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Tim McInerney is an affiliate of a broker-dealer and has voting and dispositive control with respect to the securities being offered.

(44)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Michael Marchik has voting and dispositive control with respect to the securities being offered.

(45)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Michael J. Pizzuto has voting and dispositive control with respect to the securities being offered.

(46)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Frank Joseph Sammartano has voting and dispositive control with respect to the securities being offered.

(47)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(48)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. James Porrello has voting and dispositive control with respect to the securities being offered.

(49)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Martin Jenkins Diamant has voting and dispositive control with respect to the securities being offered.

(50)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Nicholas Ponzio has voting and dispositive control with respect to the securities being offered.

(51)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Dan Richmond has voting and dispositive control with respect to the securities being offered.

(52)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(53)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(54)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Patrick Lin has voting and dispositive control with respect to the securities being offered.

(55)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Jai Parekh has voting and dispositive control with respect to the securities being offered.

(56)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Richard Taub has voting and dispositive control with respect to the securities being offered.

(57)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Paul J. Solit and Julie B. Solit have voting and dispositive control with respect to the securities being offered.

(58)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Thomas Lynch has voting and dispositive control with respect to the securities being offered.

(59)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. Anthony Bishop has voting and dispositive control with respect to the securities being offered.

(60)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(61)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(62)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock. John Seabern has voting and dispositive control with respect to the securities being offered.

(63)The shares being registered represent shares of Common Stock issued upon conversion of the Company’s Series B Convertible PreferredStock.

(64)The shares being registered represent shares of Common Stock underlying FPVD Warrants. Anson Advisors Inc and Anson Funds ManagementLP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over theCommon Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson FundsManagement LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficialownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson isWalkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

(65)The Shares being registered represent shares of Common Stock underlying FPVD warrants. Anson Advisors Inc and Anson Funds ManagementLP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over theCommon Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson FundsManagement LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficialownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson isWalkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

(66)The Shares being registered represent shares of Common Stock underlying FPVD warrants. Antonio Ruiz-Gimenez has dispositive controlwith respect to the securities being offered.

(67)The Shares being registered represent shares of Common Stock underlying FPVD warrants. Heights CapitalManagement. Inc., the authorized agent of CVI Investments, Inc.(“CVI”), hasdiscretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. MartinKobinger, in his capacity as Investment Manager of Heights CapitalManagement, Inc., mayalso be deemed to have investment discretion and voting power over the shares heldby CVI. Mr. Kobinger disclaims any such beneficial ownershipof the shares. CVI Investments, Inc.is affiliated with one ormore FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the RegistrationStatement.

(68)The Shares being registered represent shares of CommonStock underlying FPVD warrants. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting andinvestment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partnerof Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over thesesecurities.

(69)The Shares being registered represent shares of Common Stock underlying FPVD warrants. Raul Silvestre, as managing member of SilvestreLaw Group, P.C., has voting and dispositive control with respect to the securities being offered. Silvestre Law Group, P.C. currentlyserves as outside counsel to both (i) the Company, and (ii) SRAX, the parent company of BIGtoken prior to the divestiture of BIGtokento the Company on February 4, 2021.

(70)The Shares being registered represent shares of Common Stock underlying FPVD warrants. Mr. Gluck, as a service provider of SilvestreLaw Group, P.C. currently serves as outside counsel to both (i) the Company, and (ii) SRAX, the parent company of BIGtoken prior to thedivestiture of BIGtoken to the Company on February 4, 2021.

(71)The Shares being registered represent shares of Common Stock receivedby the selling shareholder pursuant to the divestiture of BIGtoken to the Company that occurred on February 4, 2021. SRAX was previouslythe sole owner of all Bigtoken securities prior to its divestiture to the Company on February 4, 2021. As of the date of this RegistrationStatement, SRAX is the holder of 149,562,566,584 shares of the Company’s Common Stock and 5,000,000 shares of the Company’sSeries A Preferred Stock. As of the date of the Company’s most recent Quarterly Report on Form 10-Q, SRAX and the Company wererequired to consolidate their financial statements Christopher Miglino, on behalf of the Company’s Board of Directors, has votingand dispositive control with respect to the securities being offered.

PLANOF DISTRIBUTION

EachSelling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interestmay, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange,market or trading facility on which the securities are traded or in private transactions. These sales may only be at $0.01 per shareuntil our shares of Common Stock are quoted on the OTCQX, OTCQB or listed on a national securities exchange, and thereafter, at fixedor negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

TheSelling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealersengaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not inexcess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup ormarkdown in compliance with FINRA IM-2440.

Inconnection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealersor other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions theyassume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loanor pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into optionor other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require thedelivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealeror other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

TheSelling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealersor agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discountsunder the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,directly or indirectly, with any person to distribute the securities.

TheCompany is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Companyhas agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities underthe Securities Act.

Weagreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholderswithout registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement forthe Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similareffect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other ruleof similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicablestate securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registeredor qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and iscomplied with.

Underapplicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneouslyengage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of theExchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of thecommon stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholdersand have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (includingby compliance with Rule 172 under the Securities Act).

Therecan be no assurance that any Selling Stockholder will sell any or all of the shares of common stock registered pursuant to the registrationstatement, of which this prospectus forms a part.

TheSelling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the ExchangeAct and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timingof purchases and sales of any of the shares of common stock by the Selling Stockholders and any other participating person. RegulationM may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activitieswith respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the abilityof any person or entity to engage in market-making activities with respect to the shares of common stock.

Wewill indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities Act, in accordance withthe Registration Rights Agreement, or the Selling Stockholders will be entitled to contribution. We may be indemnified by the SellingStockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnishedto us by the Selling Stockholder specifically for use in this prospectus, in accordance with the Registration Rights Agreement, or wemay be entitled to contribution.

DESCRIPTIONOF SECURITIES

General

Asof July 14, 2021, our authorized capital stock consisted of:

Asof July 14, 2021, we had (i) 226,828,797,262 shares of common stock issued and outstanding, (ii) 5,000,000 shares of series APreferred Stock, all of which are outstanding, (iii) 58,598 shares of Series B 0% convertible preferred stock issued, of which 10,500are outstanding and 48,098 of which were converted into 65,583,866,100 shares of Common Stock, and (iv) 8,318 shares of Series C ConvertiblePreferred Stock issued, all of which are outstanding. All of our currently issued and outstanding shares of capital stock were validlyissued, fully paid and non-assessable under the Florida Business Corporations Act or FBCA.

Setforth below is a summary description of all of the material terms of securities of the Company, including the Common Stock and sharesunderlying FPVD Warrants being registered hereunder. This description is qualified in its entirety by reference to our amended and restatedarticles of incorporation, bylaws and form of convertible securities, each of which is filed as an exhibit to the registration statement,of which this prospectus forms a part.

CommonStock

Holdersof Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, and donot have cumulative voting rights. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holdersof Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directorsout of funds legally available for dividend payments. All shares of Common Stock outstanding as of the date of this Registration Statementare fully paid and nonassessable. The holders of Common Stock have no preferences or rights of conversion, exchange, pre-emption or othersubscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. In the event of any liquidation,dissolution or winding-up of the Company’s affairs, holders of Common Stock will be entitled to share ratably in our assets thatare remaining after payment or provision for payment of all of Seneca’s debts and obligations and after liquidation payments toholders of outstanding shares of preferred stock, if any.

PreferredStock

TheCompany’s Board has the authority, without action by its stockholders, to designate and issue up to an additional 20,000,000 sharesof preferred stock in one or more series and to designate the rights, preferences, and limitations of all such series, any or all ofwhich may be superior to the rights of the Company’s Common Stock. It is not possible to state the actual effect of the issuanceof any shares of preferred stock upon the rights of the holders of Common Stock until the Company’s Board determines the specificrights of the holders of preferred stock. However, effects of the issuance of preferred stock include restricting dividends on the Company’sCommon Stock, diluting the voting power of its Common Stock, impairing the liquidation rights of its Common Stock, and making it moredifficult for a third party to acquire the Company, which could have the effect of discouraging a third party from acquiring, or deterringa third party from paying a premium to acquire, a majority of the Company’s outstanding voting stock.

TheCompany’s Board may, without further action by its stockholders, from time to time, direct the issuance of shares of preferredstock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including votingrights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares ofpreferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company’s Common Stock.Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution orwinding-up of the Company before any payment is made to the holders of shares of the Company’s Common Stock. In some circumstances,the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, theassumption of control by a holder of a large block of the Company’s securities or the removal of incumbent management. Upon theaffirmative vote of the Company’s Board, without stockholder approval, the Company may issue shares of preferred stock with votingand conversion rights which could adversely affect the holders of shares of the Company’s Common Stock.

SeriesA Preferred Stock

TheCompany has a class of preferred stock called Series A Preferred Stock, par value $0.0001 per share. The Series A Preferred Stock isnot entitled to receive dividends and is not convertible into any other class of stock or security of the Company. Each Share of SeriesA Preferred Stock has the right to vote 200 votes per share on all shareholder matters where it is entitled to vote. The Company willredeem any issues shares of Series A Preferred Stock in whole, but not in part at the option of the holder for $0.0001 per share. SRAXcurrently owns all 5,000,000 shares of Series A Preferred Stock.

SeriesB Preferred Stock

TheCompany has a class of Preferred Stock called Series B Preferred Stock, par value $0.0001 per share. The Series B Preferred Stock hasa stated value of $100 per share and except as limited by certain beneficial ownership limitations, the Series B Preferred Stock wasconverted into Common Stock of the Company as a result of the completion of a qualified financing as further described in the amendmentto the Articles of Incorporation related to the Series B Preferred Stock. As of July 14, 2021, 58,598 shares of Series B PreferredStock were issued and 48,098 had been converted into 68,583,866,100 shares of Common Stock and 10,500 shares remain outstanding. Upona liquidation, the holders of Series B Preferred stock are entitled to receive their pro-rata portion on an as converted to Common Stockbasis. The Series B Preferred Stock provides for 5% per annum dividend beginning one year after issuance, to be paid in Series B PreferredStock. The Series B Preferred stock does not have any voting rights.

SeriesC Preferred Stock

TheCompany has a class of Preferred Stock called Series C Preferred Stock, par value $0.0001 per share. The Series C Preferred Stock isnot redeemable and has no voting rights. Upon a liquidation, the holders of Series C Preferred stock are entitled to receive their pro-rataportion on an as converted to Common Stock basis. Each share of Series C Preferred Stock is convertible into 1,546,576 shares of CommonStock, subject to certain beneficial ownership limitations. The Company is authorized to issue up to 8,318 shares of Series C PreferredStock, all of which have been issued as of the date hereof.

FPVDWarrants

OnFebruary 4, 2021, The Company issued 25,568,064,465 FPVD Warrants upon the closing of the Share Exchange. The FPVD Warrants have a termof three (3) years, an exercise price of $0.00005844216, and contain adjustments in the event of stock dividends and splits, subsequentrights offerings, pro rata distributions, and certain fundamental transactions as more fully described in the FPVD Warrants.

Additionally,the FPVD Warrants provide for (i) price protection in the event that the Company issues Common Stock or securities convertible into CommonStock at a imputed pre-money valuation of less than $10 million (“Qualifying Dilutive Issuance”) (ii) the increase in thenumber of shares underlying the FPVD Warrants in the event that the Company undertakes a Qualifying Dilutive Issuance, the shares underlyingthe FPVD warrants will adjust so the holder will maintain its percentage ownership held immediately prior to the Dilutive Issuance. Additionally,the exercise price of the FPVD warrants will adjust so that the aggregate consideration received for the exercise of the warrant takinginto account the additional shares will remain unchanged. The adjustments to exercise price and number of shares underlying the FPVDWarrant will lapse and be of no further force or consequence upon the earlier of (i) the Company raising aggregate proceeds of $5,000,000at any valuation beginning on the date of the FPVD Warrants (with the holders receiving the benefit of such protection afforded by aQualifying Dilutive Issuance until the first dollar over $5,000,000 is raised, and (ii) the Company’s Common Stock becomes listedon a national exchange or quotation system. The FPVD Warrant allow for cash-less exercise at any time after six months of issuance inthe event that the shares underlying the FPVD warrants are not subject to an effective registration statement.

RegistrationRights Agreement for Series B Preferred Stock

Pursuantto the sale of Series B Preferred Stock, the Company entered into a registration rights agreement (“RRA”) whereby the Companyagreed to register all of the shares of Common Stock underlying the shares of Series B Preferred Stock sold to investors. The Companyagreed to file the registration statement registering the shares of Common Stock within 180 days after the first sale of Series B PreferredStock, which occurred on October 22, 2020.

Registration Rights Agreement with SRAX

OnJanuary 28, 2021, the Company entered into a registration rights agreement pursuant to which SRAX was provided with “Demand”and “Piggyback” registration rights with respect to 149,562,566,584 shares of Common Stock issued upon completionof the Share Exchange.

TransferAgent and Registrar

Thetransfer agent and registrar for the Company’s Common Stock is Issuer Direct located at 1 Glenwood Avenue, Suite 1001, Raleigh,North Carolina, 27603, telephone (919) 481-4000. The Company acts as the transfer agent and registrar for its Series A, B, and C PreferredStock.

Listingon the OTC Pink Sheets

TheCompany’s Common Stock is quoted on the pink sheets of the OTC Markets under the symbol FPVD. Any over-the-counter market quotationsreflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

DESCRIPTIONOF BUSINESS

OurBusiness

Priorto the completion of the Share Exchange, BIG Token was an operating segment of SRAX. On February 4, 2021 we completed the Share Exchange.As a result, BIG Token became our wholly owned subsidiary and we adopted BIG Token’s business plan. We anticipate formally changingour name to BIG Token in the future. In connection with the Share Exchange, we also entered into certain agreements with SRAX includingbut not limited to the TSA and MSA, as more fully described below. The terms of these agreements may be more or less favorable to usthan if they had been negotiated with unaffiliated third parties.

Wewere initially incorporated as M Street Gallery, Inc. in March of 2011, in the state of Florida. On September 25, 2013, we changed ourname to Enhance-Your-Reputation.com, Inc. On February 1, 2015, we changed our name to Force Protection Video Equipment Corporation. Ourheadquarters are located in Westlake Village, California, but we work as a virtually distributed organization. On February 4, 2021 wecompleted a share exchange with BIG Token, Inc., a wholly owned subsidiary of SRAX. As a result of the exchange, BIG Token became ourwholly owned subsidiary. Additionally, simultaneous with the exchange, we adopted BIG Token’s business plan.

CompanyOverview

Weare a data technology company offering a consumer based mobile application that allows consumers to own and earn from their digital data.We generate revenue by anonymizing the data, and using it to extract consumer insights that we sell to brand advertisers. Our consumer-based platform and technologies offer tools and services to identify and reach the target consumers of our brand advertisers. Our technologiesassist our clients to identify their core consumers and such consumers’ characteristics across various channels in order to discovernew and measurable opportunities that amplify the performance of marketing campaigns and maximize a return on marketing spend.

Whenconsumers download our app, we ask them some questions, engage them with surveys, and ask them to connect their various online accountsincluding their bank accounts, credit card accounts, and social media accounts. Based on the amount of information they provide directlyby answering questions or taking surveys, or passively, by connecting accounts, we’re able to track more than 4,000 attributesper consumer.

Wederive our revenues from applying the data we collect, and deriving insights and audiences that we use to increase the efficiency ofthe online advertising of our clients. We then share the revenue generated with our consumers based on their activity and various otherparameters.

Todate, there have been more than 16 million accounts registered on BIG Token. The vast majority of our registrations have been drivenby referrals from existing users who get rewards for driving new users. Of the 16 million, we’ve “verified” over 9million through emails and bot detection techniques.

AcquisitionStrategy

TheCompany’s current business plan includes an acquisition strategy to expand and augment our current product offeringsand technologies. Our acquisition strategy consists of evaluating new companies and technologies in the ad-tech industrythat could be synergistic to us with the goal of developing such technologies with our BIGtoken platform. We believe that thiselement of our corporate strategy could provide new opportunities for product development and diversify risks inherent in focusing solelyon the BIGtoken platform.

OurMarket Opportunity – Data Economy

Theglobal big data market is forecasted to grow to $103B by 2027, more than double its market size in 2018. A consumer’s digital footprintincludes everything they search for, view, read, listen to, purchase, like or comment on.

Dataspending keeps rising - The majority of survey respondents (69.2%) said their organizations increased spending on data and related servicesin 2018 (relative to 2017), while over three-fourths (78.2%) anticipate investing even more in the coming year.

Companiesare prioritizing data-driven insights in order to develop marketing strategy and allocate marketing spend.

GovernmentRegulation On Data Privacy Is Driving Major Tech Companies To Restrict Or Eliminate Traditional Data Collection Techniques

Regulationis changing the way businesses and tech can use data. In 2016, the European Union (EU) passed theGeneral Data Protection Regulation (GDPR) to give individuals control over their personal data and to unify regulations within the EU.Other seminal regulatory events include the 2018 passage of the California Consumer Privacy Act (CCPA) intended to enhance privacy rightsand consumer protection for Californians.

Inresponse to the changing global regulatory environment around data privacy, major tech companies are changing how they allow their customersto collect user data. Notably, the major browsers, including Google’s Chrome and Apple’s Safari, are eliminating, or severelyrestricting, the use of 3rd party cookies. Those cookies have been a principal way that brands have been able to identify and marketto consumers. In addition, in iOS 14, Apple is changing theIdentifier For Advertiser (IDFA) tags used by mobile apps to identify users from opt out, to opt-in.

Asa result of the intensifying regulatory landscape, and the tech industry’s response, first-partyopt-in data, like that collected by BIGtoken, is becoming increasingly valuable. As we scale our compliant first party data set, BIGtokenwill be strongly positioned to capitalize on the rapidly evolving data marketplace. We are currently focused on increasing registeredusers on the platform, increasing the engagement of our users, monetizing our data driven insights, and rewarding our users for sharingtheir data.

Giventhe massive tailwinds in data privacy, and our focus on first-party opt-in data, we believe BIGtoken is well positioned to accelerategrowth as we play an increasingly larger role in ensuring data privacy is treated as a human right.

Foradditional information about government regulation applicable to our business, see Risk Factors in Part I, Item 1A.

OurCompetitive Advantages — What Sets Us Apart

Withthe changing data privacy landscape, BIGtoken’s product offering is well positioned to provide marketing solutions compliantwith these new and evolving regulations. BIGtoken’s product offering provides marketers with data solutions that traditional dataproviders cannot:

Consumersare increasingly demanding data privacy, compensation for their data, and transparency and choice of how their data is used. The BIGtokenplatform is focused on providing consumers with the tools and preferences they need to achieve their unique data requirements, including:

OurGrowth Strategy

Ourbusiness is currently based on using our mobile app to aggregate users who opt-in to provide us their data via direct and passive actions,anonymizing that data, and using that data to provide unique consumer insights that enable marketers to advertise more efficiently. Webelieve that as the information gathered through the BIGtoken platform scales, we will be able to introduce new products, and monetizeour growing user base at increasingly higher rates.

Weare currently focused on increasing registered users on the platform, increasing the engagement of our users, monetizing our data driveninsights, and rewarding our users for sharing their data. As part of this strategy, we continue to explore partnership opportunitiesthat would allow us to leverage the capabilities of the BIGtoken platform to effectively grow the platform and increase and enhance ouruser experience and user rewards / compensation.

Examplesof how we plan to use BIGtoken and the proprietary consumer data derived therefrom include:

Marketingand sales

Wemarket our services through our in-house sales team, with a focus today on the largest brand advertisers with the biggest advertisingbudgets. Our customers include 8 of the 10 largest brand advertisers, each poised to dramatically increase their spend with BIGtokenin 2021. We believe that our focus on the largest brand advertisers will not only drive meaningful revenue growth but will help buildthe BIGtoken brand as the leader in privacy focused, opt in, first-party data, positioning us well when we expand our focus to mid-marketagencies and brands.

Onthe client side, our in-house marketing is focused on positioning BIGtoken as a thought leader in data privacy, via social media, includingFacebook, LinkedIn and Twitter, public relations (PR), industry events and the creation of white papers which assist in our marketingefforts and are used as lead generation tools for our sales team.

Onthe consumer side, we are focused on marrying our privacy leadership, with a reward system that provides meaningful value to our userswho provide us with meaningful data.

Intellectualproperty

Wecurrently rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Oursuccess depends on the protection of the proprietary aspects of our technology as well as our ability to operate without infringing onthe proprietary rights of others. We also enter into proprietary information and confidentiality agreements with our employees, consultantsand commercial partners and control access to, and distribution of, our software documentation and other proprietary information. Wehave one Trademark, “BIGtoken.”

Competition

Weoperate in a highly competitive digital media and ad tech environment. We compete based on our ability to: assist our customers in obtainingthe best available prices, data, and analytics, our customer service and, the quality and accessibility of our innovative products andservice offerings. We believe our platform provides for a competitive advantage. We expect an increasing number of other companies toprovide similar services, leading to an increasingly competitive landscape.

GovernmentRegulations

Weare subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business. Many ofthese laws and regulations are still evolving and being tested in courts and could be interpreted in ways that could harm our business.These may involve privacy, data protection and personal information, rights of publicity, content, intellectual property, advertising,marketing, distribution, data security, data retention and deletion, electronic contracts and other communications, competition, protectionof minors, consumer protection, product liability, taxation, economic or other trade prohibitions or sanctions, anti-corruption law compliance,securities law compliance, and online payment services. In particular, we are subject to federal, state, and foreign laws regarding privacyand protection of people’s data. Foreign data protection, privacy, content, competition, and other laws and regulations can imposedifferent obligations or be more restrictive than those in the United States. U.S. federal and state and foreign laws and regulations,which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subjectto significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain,particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from countryto country and inconsistently with our current policies and practices.

Proposedor new legislation and regulations could also significantly affect our business. For example, the European General Data Protection Regulation(GDPR) took effect in May 2018 and applies to all of our products and services used by people in Europe. The GDPR includes operationalrequirements for companies that receive or process personal data of residents of the European Union that are different from those previouslyin place in the European Union and includes significant penalties for non-compliance. The California Consumer Privacy Act, which tookeffect in January 2020, also establishes certain transparency rules and creates new data privacy rights for users. Similarly, there area number of legislative proposals in the European Union, the United States, at both the federal and state level, as well as other jurisdictionsthat could impose new obligations or limitations in areas affecting our business, such as liability for copyright infringement. In addition,some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processingof data or similar requirements that could increase the cost and complexity of delivering our services.

Wemay become the subject of investigations, inquiries, data requests, requests for information, actions, and audits by government authoritiesand regulators in the United States, Europe, and around the world, particularly in the areas of privacy, data protection, law enforcement,consumer protection, and competition, as we continue to grow and expand our operations. We are currently, and may in the future be, subjectto regulatory orders or consent decrees, including the modified consent order we entered into in July 2019 with the U.S. Federal TradeCommission (FTC) which is pending federal court approval and which, among other matters, will require us to implement a comprehensiveexpansion of our privacy program. Orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authoritiescould cause us to incur substantial costs, expose us to unanticipated civil and criminal liability or penalties (including substantialmonetary remedies), interrupt or require us to change our business practices in a manner materially adverse to our business, divert resourcesand the attention of management from our business, or subject us to other remedies that adversely affect our business.

Weanticipate embracing crypto and digital assets in the future. The regulatory regime governing blockchain technologies, cryptocurrencies,digital assets, utility tokens, security tokens and offerings of digital assets is uncertain, and new regulations or policiesmay materially adversely affect our development and the value. Regulation of digital assets, like cryptocurrencies, blockchaintechnologies and cryptocurrency exchanges, is currently undeveloped and likely to rapidly evolve as government agencies take greaterinterest in them. Regulation also varies significantly among international, federal, state and local jurisdictions and is subject tosignificant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adoptlaws, regulations, or guidance, or take other actions, which may severely impact the permissibility of tokens generally and the technologybehind them or the means of transaction or in transferring them. Failure by us to comply with any laws, rules and regulations, some ofwhich may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences,including civil penalties and fines.

Employeesand Human Capital Resources

Asof July 14, 2021, we had 86 full-time employees. 7 are engaged in executive management such as our Principal Executive Officer,57 in information technology including those participating in our research and development efforts, 7 in sales and marketing, 8 in integrationand customer support and 7 in administration . All employees are employed “at will.” We believe our relations with ouremployees are generally positive and we have no collective bargaining agreements with any labor unions.

Ourhuman capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existingand new employees. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel, whetherexisting employees or new hires, through the granting of stock-based and cash-based compensation awards. We believe that this increasesvalue to our stockholders and the success of our company by motivating such individuals to perform to the best of their abilities andachieve our objectives.

Asthe success of our business is fundamentally connected to the well-being of our employees, we are committed to their health, safety andwellness. We provide our employees and their families with access to convenient health and wellness programs, including benefits thatprovide protection and security giving them peace of mind concerning events that may require time away from work or that impact theirfinancial well-being; and that offer choice where possible so they can customize their benefits to meet their needs and the needs oftheir families. In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interestof our employees, as well as the community in which we operate, and which comply with government regulations, including working in aremote environment where appropriate or required.

Relationshipwith SRAX

Wehave operated as an operating segment of SRAX since April 1, 2020. SRAX currently provides certain services to us, and costs associatedwith these functions are billed to us. These services relate to: executive management, information technology, legal, finance and accounting,human resources, tax, treasury, research and development, sales and marketing, shared facilities and other services.

OnFebruary 4, 2021, we completed the share exchange transaction (“Share Exchange”) as described in the share exchange agreement(“Exchange Agreement”). The Exchange Agreement and proposed Share Exchange was disclosed in our Current Report on Form 8-Kthat was filed with the Securities and Exchange Commission (the “Commission” or “SEC”)) on October 5, 2020.

Pursuantto the Share Exchange, we acquired all of the outstanding capital stock of BIG Token. As a result, we became a majority owned subsidiaryof SRAX, BIG Token became our wholly owned subsidiary and Force Protection Video Equipment Corporation adopted BIG Token’s businessplan. In connection with the Share Exchange, we entered into the following agreements:

TransitionServices Agreement

OnJanuary 27, 2021, we entered into the Transition Services Agreement (“TSA”) with SRAX and BIG Token. Pursuant to the TSA,SRAX will provide us with certain transitional related services for such period of time as needed. Pursuant to the TSA, we pay SRAX,on a monthly basis, for certain services required to run the BIG Token business and platform, including but not limited to: (i) generaland administrative services, (ii) finance and accounting services, (iii) technical operations, (iv) software services, (v) human resourcesservices, (vi) use of facilities, (vii) and other services on an as needed basis if requested by the Company.

MasterSeparation Agreement

OnJanuary 27, 2021, we entered into a Master Separation Agreement (“MSA”) with SRAX. Pursuant to the MSA: (a) SRAX transferredall of the BIG Token assets required to run the BIG Token business including but not limited to (i) SRAXauto, SRAXcore, and SRAXshopperadvertising tools and software, (ii) the BIG Token platform, (iii) associated BIG Token software and hardware; (iv) contracts associatedwith BIG Token, (v) intellectual property rights associated with BIG Token, (vi) bank accounts and certain inventory of BIG Token, and(vii) other assets required in the BIG Token business; and (b) certain liabilities and obligations related to the BIG Token businessincluding but not limited to (v) liabilities related to the BIG Token business, (w) certain BIG Token accounts payable, (x) liabilitiesresulting from BIG Token contracts, (y) liabilities arising out of third-party claims against the BIG Token business and its assets,and (z) other liabilities that arise out of or result from the BIG Token business prior or subsequent to the closing of the Share Exchange.SRAX and the Company further agreed to take such steps necessary to facilitate the transfers, including continued efforts on each partyif there is any delay in the assignment of any asset or liability.

TheMSA also requires, for as long as SRAX is required to consolidate our results of operations and financial position, that we agree to:(i) prepare its annual and quarterly financial statements in accordance with the general accepted accounting principles (GAAP), (ii)undertake certain internal controls and procedures over financial reporting, (iii) provide our preliminary financial statements to SRAXfor review, (iv) file all required quarterly and annual reports with the Commission on a timely basis, (v) provide SRAX with all annualbudgets and periodic financial projections related to our operations on a consolidated basis, (vi) cooperate with SRAX on all publicfilings, press releases, and proxy statements filed or disseminated by SRAX as needed, and (vii) to use the same certified public accountantas SRAX.

Providedthat SRAX owns at least fifty percent (50%) of the total voting power of our capital stock, without the prior consent of SRAX, we (i)will not restrict the ability of SRAX to sell, transfer or dispose of the Common Stock, (ii) will not breach certain contraction obligationto which SRAX is a party to and pursuant to which we receive a benefit pursuant to the TSA, and (iii) will not make any acquisitionsor dispositions of businesses or assets in excess of $3,000,000 in the aggregate, or acquire shares, or interest in any company or partnershipor loans in excess of $3,000,000 in the aggregate.

SRAXas our Controlling Stockholder

SRAXcurrently owns 149,562,566,584 shares of our Common Stock and 5,000,000 shares of Series A Preferred Stock, or approximately 64 %of the voting power of the Company. For as long as SRAX continues to control more than 50% of our outstanding common stock, SRAX or itssuccessor-in-interest will be able to direct the election of all the members of our board of directors. Similarly, SRAX will have thepower to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, will have the powerto prevent a change in control of us and will have the power to take certain other actions that might be favorable to SRAX. In addition,the master separation agreement will provide that, as long as SRAX beneficially owns at least 50% of the total voting power of our outstandingcapital stock entitled to vote in the election of our board of directors, we will not (without SRAX’s prior written consent) takecertain actions, such as incurring additional indebtedness and acquiring businesses or assets or disposing of assets in excess of certainamounts. To preserve the tax-free treatment of the separation, the master separation agreement will include certain covenants and restrictionsto ensure that, until immediately prior to the share exchange, SRAX will retain beneficial ownership of at least 80% of our carve-outvoting power and 80% of each class of nonvoting capital stock, if any is outstanding. In addition, to preserve the tax-free treatmentof the separation, we will agree in the tax matters agreement to restrictions, including restrictions that would be effective duringthe period following the distribution, that could limit our ability to pursue certain strategic transactions, equity issuances or repurchasesor other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business.

PROPERTIES

Pursuantto the TSA with SRAX, we are provided office space at SRAX’s corporate headquarters in Westlake Village, California and its engineeringfacilities in Mexicali, Baja California (Mexico). We believe both locations are suitable and adequate for our current levels of operationsand anticipated growth.

LEGALPROCEEDINGS

None.

MARKETPRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MarketInformation

Ourcommon shares are quoted on the pink sheets of the OCT Markets under the symbol FPVD. Any over-the-counter market quotations reflectinter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders

Asof July 14, 2021, we had approximately 44 record holders of our common stock. Because many of our shares of common stockare held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial holdersrepresented by these record holders, but it is well in excess of the number of record holders.

DividendPolicy

Wehave never declared or paid any cash dividends on our capital stock and we do not currently anticipate declaring or paying cash dividendson our capital stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance the operationand expansion of our business. Any future determination relating to our dividend policy will be made at the discretion of our board ofdirectors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects,contractual restrictions and covenants, applicable law and other factors that our board of directors may deem relevant. If we do notpay dividends, a return on your investment will occur only if the market price of our common stock appreciates.

Securitiesauthorized for issuance under equity compensation plans

OnMarch 16, 2021, our Board of Directors approved the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan has not beenapproved by the Company’s stockholders, and is administered by our Board or such committee appointed by the Board. The 2021 Planprovides 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 toattract 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 Companyinitially reserved 15,824,493,516 shares of Common Stock, subject to an automatic increase on the first day of each calendar year suchthat 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 dateof this registration statement, no awards have been granted under the 2021 Plan.

SecuritiesAuthorized for Issuance under Equity Compensation Plans

Thefollowing table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as wellas any equity compensation plans not approved by our stockholders as of December 31, 2020.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL

Thefollowing Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statementsregarding our business development plans, timing, strategies, expectations, anticipated expenses levels, business prospects and positioningwith respect to market, demographic and pricing trends, business outlook, technology spending and various other matters (including contingentliabilities and obligations and changes in accounting policies, standards and interpretations) and express our current intentions, beliefs,expectations, strategies or predictions. These forward-looking statements are based on a number of assumptions and currently availableinformation and are subject to a number of risks and uncertainties. Our actual results could differ materially from those anticipatedin these forward-looking statements as a result of various factors, including those set forth under “Cautionary Note RegardingForward-Looking Statements” and under “Risk Factors” and elsewhere in this quarterly report. The following discussionshould be read in conjunction with our financial statements and related notes thereto included elsewhere in this quarterly report.

OurManagement’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in additionto the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition,and cash flows. MD&A is organized as follows:

Priorto the completion of the Share Exchange, BIGtoken was an operating segment of SRAX. On February 4, 2021 we completed the Share Exchange.As a result, BIGtoken became our wholly owned subsidiary, and we adopted BIGtoken’s business plan. We anticipate formally changingour name to BIGtoken in the future. In connection with the Share Exchange, we also entered into certain agreements with SRAX includingbut not limited to the TSA and MSA, as more fully described in this Quarterly Report. The terms of these agreements may be more or lessfavorable to us than if they had been negotiated with unaffiliated third parties.

CompanyOverview

Weare a data technology company that generates revenue from providing enterprise customers with the opportunity to access consumers directly,with permission-based and authenticated data, for the purposes of more efficiently and effectively allocating marketing budgets and executingon related campaigns, conducting market research and building unique, valuable, first party, proprietary databases. We do this via ourconsumer-based application that allows consumers to own and earn from their digital identity and data.

AcquisitionStrategy

The Company’s current business plan includesan acquisition strategy to expand and augment our current product offerings and technologies. Our acquisition strategy consists of evaluatingnew companies and technologies in the ad-tech industry that could be synergistic to us with the goal of developing such technologieswith our BIGtoken platform. We believe that this element of our corporate strategy could provide new opportunities for product developmentand diversify risks inherent in focusing solely on the BIGtoken platform.

RecentBusiness Highlights

Duringthe quarter ending March 31, 2021, and through the date of the filing of this Quarterly Report on Form 10-Q, the Company achieved thefollowing milestones:

OurRelationship with SRAX

ArrangementsBetween SRAX and Our Company

Pursuantto the completion of the Share Exchange, we entered into:

Theseagreements provide a framework for our relationship with SRAX after the separation and provide for the allocation between us and SRAXof SRAX’s assets, employees, liabilities and obligations (including its investments, property and employee benefits assets andliabilities) attributable to periods prior to, at and after our separation from SRAX, specifically,

Pursuantto the sale of our Series B Preferred Stock we converted an aggregate of 48,098 shares of Series B Preferred Stock into approximately68,583,866,100 shares of Common Stock. Subsequent to such conversions, SRAX owns approximately 64% of the voting power of our capitalstock. As of the date hereof, there are 10,500 shares of Series B Preferred Stock that have not been converted into shares of CommonStock as a result of beneficial ownership limitations.

Foras long as SRAX continues to control more than 50% of our outstanding common stock, SRAX or its successor-in-interest will be able todirect the election of all the members of our board of directors. Similarly, SRAX will have the power to determine matters submittedto a vote of our stockholders without the consent of our other stockholders, will have the power to prevent a change in control of usand will have the power to take certain other actions that might be favorable to SRAX. In addition, the MSA provides that, as long asSRAX beneficially owns at least 50% of the total voting power of our outstanding capital stock entitled to vote in the election of ourboard of directors, we will not (without SRAX’s prior written consent) take certain actions, such as incurring additional indebtednessand acquiring businesses or assets or disposing of assets in excess of certain amounts.

Componentsof Operating Results

Revenue

Ourrevenues consist of the sale of consumer data obtained through the BIGtoken platform in conjunction with various marketing related services,such as the following:

Ourrevenue can vary based on a number of factors, including changes in the overall advertising and data markets, user adoption of the BIGtokenplatform, the effectiveness of our audience targeting abilities; changes in technology; and adoption of our current and future BIGtokenproduct offerings.

Costof Revenue

Costof revenue consists of the costs of media and other third-party costs incurred in conjunction with the marketing related services weprovide.

Ourcost of revenue as a percentage of revenue can vary based upon a number of factors, including those that may affect our revenue set forthabove and factors that may affect our cost of revenue, including, without limitation: the cost of media utilized to perform our marketingservices, the volume of media or the effectiveness of our services. From time to time, however, we may experience fluctuations in ourgross margin as a result of the factors discussed above.

OperatingExpenses

Employeerelated costs

Employeerelated costs consist of salaries and other compensation and related costs paid to our employees and contractors. We expect these coststo increase in absolute dollars as we invest and expand our business.

Marketingand selling expenses

Marketingand selling expenses consist primarily of advertising, corporate communications and user acquisition related costs as well as costs relatedto the redemption of BIG Token points from our users. We expect our sales and marketing expense to increase in absolute dollars for theforeseeable future as we continue to invest in brand marketing to strengthen our competitive position, to accelerate growth and to increasebrand awareness.

Platformcosts

Platformcosts consist of technology and content hosting of our BIGtoken platform. We expect these costs to increase in absolute dollars for theforeseeable future as we continue to expand our user base.

Depreciationand Amortization

Depreciationand Amortization cost represent an allocation of the costs incurred to acquire the long-lived assets used in our business over theirestimated useful lives. Our long-lived assets consist of property and equipment and internally developed software.

Generaland Administrative

Generaland administrative expense consists primarily of human resources, information technology, professional fees, IT and facility overhead,and other general corporate expense. We expect our general and administrative expense to increase in absolute dollars primarily as aresult of the increased costs associated with being a stand-alone public company. However, we also expect our general and administrativeexpense to fluctuate as a percentage of our revenue in future periods based on fluctuations in our revenue and the timing of such expense.

Covid-19

InDecember 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number ofother countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19outbreak is disrupting supply chains and affecting production and sales across a wide range of industries. The extent of the impact ofCOVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak,impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to whichCOVID-19 may impact our financial condition or results of operations is uncertain.

Resultsof Operations

Weoperate as one operating and reportable segment. The following table sets forth, for the periods presented, the combined statements ofoperations data, which we derived from the accompanying financial statements.

Yearended December 31, 2020 compared to year ended December 31, 2019

BIGtokenRevenues

BIGtokenrevenues for the year-ended December 31, 2020 decreased to $2,168,000 or 33% compared to $3,228,000 during the year ended December 31,2019. This decrease is primarily driven by the suspension of several of our customer’s marketing campaigns during the end of thefirst quarter and through the second quarter.

BIGtokenProfit Margin

BIGtoken’scosts of revenue consist of media acquired from third parties to fulfill the media and advertising components of our revenues. Profitmargin for the year-ended December 31, 2020 increased to 63% as compared to 50% in 2019. The increase is driven by enhanced operationalexecution.

OperatingExpenses

BIGtokenOperating Expenses

Ouroperating costs for the year-ended December 31, 2020 declined to $9,949,000 or by 43% as compared to $17,596,000 for the year-ended December31, 2019. The decrease in operating expenses were attributable to the following: to the reductions in staffing related and other generaladministrative expenses attributable to our legacy media verticals, and the reduction of our BIGtoken point liability.

InterestExpense and Financing Cost

Ourfinancing cost for the year-ended December 31, 2020 increased to $7,421,000 compared to $694,000 for 2019 for an increase of approximately$6,727,000 or 969%. The increase is driven by cost incurred by our Parent in order to fund operations through the sale of convertibledebentures in June of 2020 as compared to financing the operations of the business through the sale of assets and equity securities in2019.

Changein the Fair Value of our Warrant Liabilities

Incomeor loss associated with the changes in the fair value of warrant liabilities have been recorded in other income for the full years endedDecember 31, 2020 and 2019 and represent a proportionate allocation of the income / (loss) our Parent has incurred attributable to thechanges in the calculated value of warrants it issued through various financing transactions in 2017 through 2020.

Quarterended March 31, 2021 compared to quarter ended March 31, 2020