PTOP Announces Engagement With a Crowd Funding Portal Group, and Plans To File a Form C with the SEC for Reg CF

Also Announces PTOP Will Be Pink Current Within Days

Cambridge, MA, Feb. 09, 2023  — McapMediaWire —  Peer To Peer Network a.k.a MobiCard Inc. (OTC: PTOP) (“PTOP”) – It came to PTOP’s attention that the financials slipped out of “Pink Current Status” and PTOP confirmed with the OTC Markets that the company was missing an attorney letter necessary to cover the Annual financial reports ending 9-30-22 and all subsequent quarters for that year.  That attorney letter was submitted to OTC Markets on 2-8-2022 at 5:30 pm Eastern Time. OTC Markets confirmed once it is submitted PTOP should be updated to “Pink Current Status” within 3-5 business days. Assuming it has been done correctly.

Regulation CF, also known as Regulation Crowdfunding or Reg CF is a section of the United States Code, in particular 17 U.S.C. § 227 (2021) dealing with equity crowdfunding. This section of the law originated with Title III of the 2012 JOBS Act which went into effect on May 16, 2016.

Several U.S. platforms, called funding portals, currently facilitate Reg CF investments, including www.Trucrowd.com in which PTOP has entered into a relationship with. PTOP has paid associated fees and an escrow account has been set up for the proceeds of the endeavor.

Equity crowdfunding is a mechanism that enables broad groups of investors to fund startup companies and small businesses in return for equity.

“This will be a GAME CHANGER for PTOP & the value of the company overall in my opinion. As of now, we rely on a direct purchase program where we sell shares directly from the company to people who identify themselves as accredited investors at a discount-to-market, that either call into our investor relations line, or are already existing shareholders.  Reg CF will allow us to raise up to $ 5 million dollars though an unlimited number of unaccredited investors. It will allow us to advertise our direct purchase program of our company shares on social media, our website, our equity funding portal partners’ website, and anywhere online as long as we go through our crowdfunding partners’ equity portal.  Trucrowd is a funding portal that will enable their investor lists to pour money into the company as well. We can set the minimum investment much lower than the standard is now. For instance, we can allow shareholders to pay as little as $500 directly to our company to buy shares, at any price we set. This will broaden our shareholder base and bring new shareholders to the company. These shares will be of course restricted for a period of time applicable to the rules. Therefore, the new investors that put money into the company at a discounted price will not be able to sell these shares immediately into the market… But they will be able to provide the much-needed funding we require in order to complete strategic objectives like a proper launch of MOBICArd2.0 and by definition increase the value of the company. However, we will still need to clear a few hurdles before it is completely set up.” explained Chairman & CEO Joshua Sodaitis.

One requirement of Regulation CF is that the issuer cannot conduct the offering itself. The offering must only be conducted through a crowdfunding intermediary commonly referred to as a “funding portal.”  Crowdfunding intermediaries must be registered with the SEC as a broker-dealer or as a funding portal and become a member of FINRA.  An issuer is required to use only one intermediary to conduct an offering in reliance on Section 4(a)(6). The SEC has stated that it believes this helps foster the creation of a “crowd” and better serves the purpose of the statute.

On the Form C, an issuer is required to disclose detailed information including background checks, about its officers and directors.

Instead of requiring issuers to disclose the name of each 20 percent beneficial owner as of the most recent practicable date calculated based on voting power, such disclosure is required as of the most recent practicable date but no earlier than 120 days prior to the date the offering statement or report is filed.

Rule 201(d) requires the issuer to disclose information about its business and anticipated business plan.

Rule 201(i) requires an issuer to provide a reasonably detailed description of the purpose of the offering so that investors understand how the offering proceeds will be spent.

The SEC provides several examples of the disclosure’s issuers should consider making about the uses of the offering proceeds. For example, an issuer may plan to use the proceeds of an offering to acquire assets or businesses, compensate an intermediary or its own employees, or repurchase outstanding securities of the issuer. In providing its description, an issuer should consider the appropriate level of detail to provide investors about the assets or businesses it anticipates acquiring, based on its particular facts and circumstances, so that the investors could make informed decisions.

PTOP is exploring potentially acquiring some of the smaller competitors in this space, and absorbing their operations, PTOP will make any necessary disclosures at the proper time.

If the proceeds will be used to compensate existing employees or to hire new employees, the issuer should consider disclosing whether the proceeds will be used for salaries or bonuses and how many employees it plans to hire, as applicable.

If the issuer will repurchase outstanding issuer securities, it should consider disclosing its plans, terms, and purpose for repurchasing the securities.

PTOP recognizes that any form of a stock buyback plan could stabilize the price and potentially establish a floor. At this time, however, that is not in the plans but can be revisited after a restructuring.

An issuer also should consider disclosing how long the proceeds will satisfy the operational needs of the business. If it does not have definitive plans for the proceeds but instead has identified a range of possible uses, then it should identify and describe each probable use and the factors it may consider in allocating proceeds among the potential uses.

Additional Disclosure Requirements on Form C include; the identity of the Intermediary, Compensation Paid to the Intermediary, Legends, Current Number of Employees, Risk Factors, Indebtedness, Prior Exempt Offerings, Related-Party Transactions, Financial Disclosures, Financial Condition Discussion, an issuer must disclose on its website the location where investors will be able to find its annual report and more.

It is a LENGTHY legal disclosure process.

PTOP has chosen to conduct a PCAOB AUDIT of its 2022 & 2021 financial statements to comply with the requirements needed for Form C, Reg CF.

No matter what, the issuer must disclose any material information.

“It’s a lot of work. The crowdfunding company TruCrowd told me that it has taken some companies an entire year to get everything done. I worked diligently to get everything except the PCAOB audit completed. We also need our Edgarization codes, which we are trying to locate from previous management, otherwise I will have to pay for new ones. I am proud to say that I am one of the fastest they have ever seen to get stuff completed. PTOP has already paid to have the escrow account set up. I signed multiple agreements and worked diligently with multiple parties to get the entire form C ready. We are 99% completed and need to pay our securities attorney to review Form C that I have completed.

We need to also pay for the audit, and maybe new Edgar codes. I am trying to move lighting fast, but as I stated in my Annual Shareholders Letter these things cost money.  PTOP will need to rely on shareholders to get these specific action items paid for. Once I have the funding to complete the Form C we can submit it to the SEC & I can continue to work hard delivering on the strategic objectives I have laid out in the Annual Shareholder Letter,” exclaimed CEO Joshua Sodaitis.

PTOP believes that with $1 million set aside for the MOBICARD2.0 marketing budget, we could afford a $1 per customer acquisition cost. Meaning that we should be able to catapult MOBICARD2.0 to a million users even before we fulfill the crowdfunding limits.

“This is an exciting time to be a shareholder of PTOP, we are getting ready to make a huge impact on the market. There has probably never been a better time to become a shareholder. Granted there are a few challenges that lay ahead but imagine investing in Uber right before their apps dropped, and they were aligning funding for the launch of their app. I believe we have the same potential if not greater. We don’t have to scale by hiring more drivers or having the headache of car inventory, or service providers. As our company grows, we can scale it simply by increasing our server space. Our costs are really all on the front end, and once we kick MOBICARD2.0 off with a BANG, not even the sky is the limit. I am confident that we will get the support of the shareholders to complete the payments for these KEY strategic objectives so that I can knock off the entire 10-point action item list I described in my Annual Letter To Shareholders, there are never any guarantee but I believe it’s a lot more probable than not. I think 2023 is PTOP’s year to break out in a major way,” concluded CEO Mr. Sodaitis.

PTOP’s CEO plans to answer a bunch of shareholder questions on the PTOP message boards on Thursday evening so I encourage anyone with any comments questions, or concerns to reach out on the message boards at www.ptopnetwork.com

Like us @MobiCard on Facebook. Follow us on Twitter @freemobicard.

PTOP a new phase is coming soon!

Contact Info:

Joshua Sodaitis, Chairman & CEO MobiCard, Inc.
45 Prospect Street Cambridge, MA 02139
Investor Relations Phone#: 1-617-481-1971
Email: info@freemobicard.com

Investor Website: www.ptopnetwork.com

Safe Harbor Statement:

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company invokes the protections of the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategies, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. 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 differ materially from anticipated results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth in our filings at www.sec.gov. The company is no longer a fully reporting SEC filing company. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

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