MobiCard Inc. Announces Corporate Actions and Operational Changes
CAMBRIDGE, MA / ACCESSWIRE / February 8, 2018 / MobiCard Inc., aka Peer to Peer Network (OTC PINK: PTOP), announces today corporate actions and Operational Changes.
The Company, a provider of a SaaS-based proprietary mobile business card solution, is announcing that the Board of Directors and CEO James Bento have taken steps which it believes are appropriate to protect the company and its shareholders in order to continue its ongoing audit review, to get financials current, and to complete FINRA Corporate Actions previously initiated so that such corporate actions will be completed without obstruction. In order to safeguard the Company and shareholders from any issues regarding director Christopher Esposito, which is currently pending, the Board of Directors, under its inherent powers as well as what it believes are its duties and rights under Chapter 78 of the Nevada Revised Statutes, has suspended and removed Christopher Esposito pending finalization of these matters. Christopher Esposito is also no longer employed with theCompany.
Immediately following the suspension, there was a written shareholder consent vote signed amending the articles of incorporation allowing by Board vote to create new classes of shares for protection of the Company during this temporary time period. A new class of Series E Preferred Shares was created and designated to exist in the amount of seventy (70) shares. Each Series E share has a voting power equal to one percent of the outstanding shares issued at the time of any vote or action necessary or allowing for shareholder votes under Nevada law, with or without a shareholder meeting. Such shares shall be non-convertible to common shares of the Company and shall not be considered as convertible under any accounting measure. Such shares shall only be held by the Board of Directors as a corporate body, and shall not be placed into any individual name. Such shares are immediately considered and are issued upon the filing with the State of Nevada without the necessity of a stock certificate. This filing was effectuated on the 19th of January 2018. Such shares shall only be considered for voted as a whole amount and shall be voted for any matter by the vote of the majority vote of the Board of Directors. Such shares shall not be divisible among the Board members. In the event that there is any vote taken which results in a tie of a vote of the Board of Directors, the vote of the Chairman of the Board shall control the voting of such shares. Such shares shall have the authority to vote for all matters that require or could be done with a shareholder vote under Nevada law. Such shares are hereby considered issued to the Board of Directors as set forth above as of the date of the resolution approving such creation and designation. Such preferred class of shares shall cease to exist upon the expiration of three hundred sixty-five (365) days, or the completion of the audit and FINRA corporate actions, whichever occurs first. The Corporation believes this was in the best interest of the Corporation for protection of the Company from perceived existing, but temporary matters which currently exist in regard to certain parties.
The Company has made these Corporate Actions effective with the State of Nevada on Jan. 18, 2018.
The Company under the leadership of the Board of Directors and CEO James Bento are committed to getting the audit review completed with the current firm Ben Borgers, a PCAOB accredited firm, as previously announced and retained.
"I joined the Board on January 12th of 2017 to make sure the financials were brought current and the corporate actions initiated with FINRA are effectuated, and to advocate for the best interests of the shareholders. I will not be deterred from honoring the commitment I have made to see these actions through to the end. I want to make sure there is a smooth transition on the conversion of the note given to Code2Action that was detailed in an 8(k) filing with the SEC in 2015. I will guide the company through this process and navigate any issues that may arise, with the help of management and other outside consultants as needed. We should receive guidance as to a clear, and reasonable expectation of when our PCAOB Audit Review firm will have their audit completed, that guidance for time-frame expectations should be coming by the end of this week or early next week, and I look forward to sharing these reasonable expectations with shareholders," said Joshua Sodaitis, Chairman of the Board.
As an alternative reporting Company, MobiCard Inc. plans to file unaudited financials along with various disclosures directly through www.otcmarkets.com after the audit is completed, but is also considering going back to fully reporting and will make that decision based on the information after the audit review is completed.
About MobiCard Inc:
MobiCard Inc., fka Peer to Peer Network ("PTOP"), owns and markets its core technology, a SaaS mobile solution branded C2A MobiCard, a scalable mobile business card software platform that enables users to create a customized web-based personalized mobile business card that is shareable by text SMS, email, digital, and social media. Subscribers are able to track card opens, views, and shares all while validating and analyzing new leads and referrals in real time, thereby knowing who and when to follow up (www.freemobicard.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. 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.
SOURCE: MobiCard Inc.