PTOP - PTOP Announces Engagement With a Crowd Funding Portal Group and Plans To File a Form C with the SEC for Reg CF
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McapMediaWire --Peer To Peer Network a.k.a MobiCard Inc. (OTC: PTOP )(“PTOP”) - It came to PTOP’s attention that the financialsslipped out of “Pink Current Status” and PTOP confirmed with theOTC Markets that the company was missing an attorney letter necessaryto cover the Annual financial reports ending 9-30-22 and allsubsequent quarters for that year. That attorney letter was submittedto OTC Markets on 2-8-2022 at 5:30 pm Eastern Time. OTC Marketsconfirmed once it is submitted PTOP should be updated to “PinkCurrent Status” within 3-5 business days. Assuming it has been donecorrectly.
Regulation CF , also known as RegulationCrowdfunding or Reg CF is a section of the UnitedStates Code , in particular 17 U.S.C. § 227 (2021) dealingwith equity crowdfunding . This section of the law originated with TitleIII of the 2012 JOBS Act which went into effect on May 16, 2016.
Several U.S. platforms, called fundingportals , currently facilitate Reg CF investments, including www.Trucrowd.com in whichPTOP has entered into a relationship with. PTOP has paid associatedfees and an escrow account has been set up for the proceeds of theendeavor.
Equitycrowdfunding is a mechanism that enables broad groups of investors tofund startup companies and small businesses in return forequity.
“Thiswill be a GAME CHANGER for PTOP & the value of the company overallin my opinion. As of now, we rely on a direct purchase program wherewe sell shares directly from the company to people who identifythemselves as accredited investors at a discount-to-market, thateither call into our investor relations line, or are already existingshareholders. Reg CF will allow us to raise up to $ 5 million dollarsthough an unlimited number of unaccredited investors. It will allow usto advertise our direct purchase program of our company shares onsocial media, our website, our equity funding portal partners'website, and anywhere online as long as we go through our crowdfundingpartners' equity portal. Trucrowd is a funding portal that willenable their investor lists to pour money into the company as well. Wecan set the minimum investment much lower than the standard is now.For instance, we can allow shareholders to pay as little as $500directly to our company to buy shares, at any price we set. This willbroaden our shareholder base and bring new shareholders to thecompany. These shares will be of course restricted for a period oftime applicable to the rules. Therefore, the new investors that putmoney into the company at a discounted price will not be able to sellthese shares immediately into the market… But they will be able toprovide the much-needed funding we require in order to completestrategic objectives like a proper launch of MOBICArd™2.0 and bydefinition increase the value of the company. However, we will stillneed to clear a few hurdles before it is completely set up.”explained Chairman & CEO Joshua Sodaitis.
One requirement ofRegulation CF is that the issuer cannot conduct the offering itself.The offering must only be conducted through a crowdfundingintermediary commonly referred to as a “funding portal.”Crowdfunding intermediaries must be registered with the SEC as abroker-dealer or as a funding portal and become a member of FINRA. Anissuer is required to use only one intermediary to conduct an offeringin reliance on Section 4(a)(6). The SEC has stated that it believesthis helps foster the creation of a “crowd” and better serves thepurpose of the statute.
On the Form C, an issuer is required to disclose detailedinformation including background checks, about its officers anddirectors.
Instead of requiring issuers to disclose the name of each 20percent beneficial owner as of the most recent practicable datecalculated based on voting power, such disclosure is required as ofthe most recent practicable date but no earlier than 120 days prior tothe date the offering statement or report is filed.
Rule 201(d) requiresthe issuer to disclose information about its business and anticipatedbusiness plan.
Rule 201(i) requires an issuer to provide a reasonably detaileddescription of the purpose of the offering so that investorsunderstand how the offering proceeds will be spent.
The SEC providesseveral examples of the disclosure’s issuers should consider makingabout the uses of the offering proceeds. For example, an issuer mayplan to use the proceeds of an offering to acquire assets orbusinesses, compensate an intermediary or its own employees, orrepurchase outstanding securities of the issuer. In providing itsdescription, an issuer should consider the appropriate level of detailto provide investors about the assets or businesses it anticipatesacquiring, based on its particular facts and circumstances, so thatthe investors could make informed decisions.
PTOP is exploringpotentially acquiring some of the smaller competitors in this space,and absorbing their operations, PTOP will make any necessarydisclosures at the proper time.
If the proceeds will be used to compensate existingemployees or to hire new employees, the issuer should considerdisclosing whether the proceeds will be used for salaries or bonusesand how many employees it plans to hire, as applicable.
If the issuer willrepurchase outstanding issuer securities, it should considerdisclosing its plans, terms, and purpose for repurchasing thesecurities.
PTOPrecognizes that any form of a stock buyback plan could stabilize theprice and potentially establish a floor. At this time, however, thatis not in the plans but can be revisited after a restructuring.
An issuer also shouldconsider disclosing how long the proceeds will satisfy the operationalneeds of the business. If it does not have definitive plans for theproceeds but instead has identified a range of possible uses, then itshould identify and describe each probable use and the factors it mayconsider in allocating proceeds among the potential uses.
Additional DisclosureRequirements on Form C include; the identity of the Intermediary,Compensation Paid to the Intermediary, Legends, Current Number ofEmployees, Risk Factors, Indebtedness, Prior Exempt Offerings,Related-Party Transactions, Financial Disclosures, Financial ConditionDiscussion, an issuer must disclose on its website the location whereinvestors will be able to find its annual report and more.
It is a LENGTHY legaldisclosure process.
PTOP has chosen to conduct a PCAOB AUDIT of its 2022 & 2021financial statements to comply with the requirements needed for FormC, Reg CF.
Nomatter what, the issuer must disclose any material information.
“It’s a lot ofwork. The crowdfunding company TruCrowd told me that it has taken somecompanies an entire year to get everything done. I worked diligentlyto get everything except the PCAOB audit completed. We also need ourEdgarization codes, which we are trying to locate from previousmanagement, otherwise I will have to pay for new ones. I am proud tosay that I am one of the fastest they have ever seen to get stuffcompleted. PTOP has already paid to have the escrow account set up. Isigned multiple agreements and worked diligently with multiple partiesto get the entire form C ready. We are 99% completed and need to payour securities attorney to review Form C that I have completed.
We need to also pay forthe audit, and maybe new Edgar codes. I am trying to move lightingfast, but as I stated in my Annual Shareholders Letter these thingscost money. PTOP will need to rely on shareholders to get thesespecific action items paid for. Once I have the funding to completethe Form C we can submit it to the SEC & I can continue to workhard delivering on the strategic objectives I have laid out in theAnnual Shareholder Letter,” exclaimed CEO Joshua Sodaitis.
PTOP believes that with$1 million set aside for the MOBICARD™2.0 marketing budget, we couldafford a $1 per customer acquisition cost. Meaning that we should beable to catapult MOBICARD™2.0 to a million users even before wefulfill the crowdfunding limits.
“This is an exciting time to be a shareholder ofPTOP, we are getting ready to make a huge impact on the market. Therehas probably never been a better time to become a shareholder. Grantedthere are a few challenges that lay ahead but imagine investing inUber right before their apps dropped, and they were aligning fundingfor the launch of their app. I believe we have the same potential ifnot greater. We don’t have to scale by hiring more drivers or havingthe headache of car inventory, or service providers. As our companygrows, we can scale it simply by increasing our server space. Ourcosts are really all on the front end, and once we kick MOBICARD™2.0off with a BANG, not even the sky is the limit. I am confident that wewill get the support of the shareholders to complete the payments forthese KEY strategic objectives so that I can knock off the entire10-point action item list I described in my Annual Letter ToShareholders, there are never any guarantee but I believe it’s a lotmore probable than not. I think 2023 is PTOP’s year to break out ina major way,” concluded CEO Mr. Sodaitis.
PTOP’s CEO plans toanswer a bunch of shareholder questions on the PTOP message boards onThursday evening so I encourage anyone with any comments questions, orconcerns to reach out on the message boards at www.ptopnetwork.com
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Contact Info:
Joshua Sodaitis, Chairman & CEO MobiCard,Inc.
45 ProspectStreet Cambridge, MA 02139
Investor Relations Phone#: 1-617-481-1971
Email: info@freemobicard.com
Investor Website : www.ptopnetwork.com
Safe HarborStatement:
This release includes forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended. TheCompany invokes the protections of the Private Securities LitigationReform Act of 1995. All statements regarding our expected futurefinancial position, results of operations, cash flows, financingplans, business strategies, products and services, competitivepositions, growth opportunities, plans and objectives of managementfor future operations, as well as statements that include words suchas "anticipate," "if," "believe,""plan," "estimate," "expect,""intend," "may," "could," "should,""will," and other similar expressions are forward-lookingstatements. All forward-looking statements involve risks,uncertainties and contingencies, many of which are beyond our control,which may cause actual results, performance, or achievements to differmaterially from anticipated results, performance, or achievements.Factors that may cause actual results to differ materially from thosein the forward-looking statements include those set forth in ourfilings at www.sec.gov . Thecompany is no longer a fully reporting SEC filing company. We areunder no obligation to (and expressly disclaim any such obligation to)update or alter our forward-looking statements, whether as a result ofnew information, future events or otherwise.
ContactDetails
Joshua Sodaitis
+1 617-481-1971
CompanyWebsite
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