CUSIP
No. 001-13126 |
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13D |
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Page
2 of 4 Pages |
1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FOMO
WORLDWIDE, INC. EIN #83-3889101 |
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2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☒
(b)
☐ |
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3. |
SEC
USE ONLY
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4. |
SOURCE
OF FUNDS (see instructions)
OO |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
C-Corp., United States |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE
VOTING POWER
210,000,000 |
8. |
SHARED
VOTING POWER
- |
9. |
SOLE
DISPOSITIVE POWER
210,000,000 |
10. |
SHARED
DISPOSITIVE POWER
- |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,000,000 |
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12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% |
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14. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
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CUSIP
No. 001-13126 |
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13D |
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Page
3 of 4 Pages |
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Background.
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Item
1. Security and Issuer.
This
Schedule 13D/A relates to the common shares of Peer to Peer Network aka Mobicard Inc. The address of the principal executive office of
Peer to Peer Network is 45 Prospect Street, Cambridge, MA 02139. Its phone number is (617) 481-1971 and websites are www.ptopnetwork.com
and www.freemobicard.com.
Item
2. Identity and Background.
This
Schedule 13D/A is filed by FOMO WORLDWIDE, INC., a business incubation Company that pursues majority and minority investments in public
and private entities and whose Chief Executive Officer and control party is Vikram Grover. FOMO WORLDWIDE’s principal business
and principal office address is 831 W North Ave., Pittsburgh, PA 15233. FOMO WORLDWIDE, INC. has written approval to represent several
investors solely for the purpose of demanding a shareholder meeting. These investors own a total of 2,432,797,448 common shares of Peer
to Peer Network representing 13.4% of the Company’s issued and outstanding common shares of 18,098,761,412 as of March 31, 2023.
The investor group is demanding that the Company’s Board of Directors immediately call for a special meeting of shareholders as
allowed and required by State of Wyoming Statute §17-16-701, which requires a 10%+ ownership threshold for such action, and as allowed
by the Company’s bylaws. Such written demand was made to the Board of Directors and Chief Executive Officer of Peer to Peer Network
on April 2, 2023 and has been filed by FOMO WORLDWIDE, INC. under Form 8-K on the SEC’s EDGAR system on April 3, 2023.
During
the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item
3. Source or Amount of Funds or Other Consideration.
On
May 5, 2019, FOMO WORLDWIDE, INC. pka FOMO CORP. pka 2050 Motors, Inc. entered into a Securities Purchase Agreement (“SPA”)
between 2050 Motors and Vikram Grover (the “Purchase Agreement”) pursuant to which 2050 Motors agreed to purchase, subject
to the terms and conditions set forth therein, 210,000,000 common shares of Peer to Peer Network for a total purchase price of $483,000.
The source of funds to be used for the purchase was 400,000 1% Cumulative Convertible Series B Preferred Shares.
Item
4. Purpose of Transaction.
Strategic
Investment
Item
5. Interest in Securities of the Issuer.
Activist
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Contract
executed between 2050 Motors, Inc. and Vikram Grover executed May 5, 2019 to acquire 210,000,000 common shares of Peer to Peer Network
from Vikram Grover incorporated by reference under Form 8-K filed with the SEC’s EDGAR system on May 6, 2019.
Item
7. Material to Be Filed as Exhibits.
SPA
dated May 5, 2019 between 2050 Motors, Inc. and Vikram Grover incorporated by reference under Form 13D and Form 8-K filed on the SEC’s
EDGAR system on May 6, 2019.
CUSIP
No. 001-13126 |
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13D |
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Page
4 of 4 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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COMPANY NAME |
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/s/
Vikram Grover, CEO |
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Vikram Grover |
Exhibit
1
April
2, 2023
Josh
Sodaitis
Chief
Executive Officer
Peer
to Peer Network aka Mobicard Inc.
https://www.ptopnetwork.com/
https://freemobicard.com/
Corporate
Office:
45
Prospect Street
Cambridge,
MA 02139
Registered
Agents Inc.:
30
N Gould St. Ste R
Sheridan,
WY 82801
via
certified mail, first class mail, and e-mail: joshsmobicardinc@gmail.com & info@freemobicard.com
Mr.
Sodaitis,
I
represent a group of shareholders holding 2,432,797,448 common shares of Peer to Peer Network aka Mobicard Inc. (OTC: PTOP), which are
13.4% of the Company’s issued and outstanding common shares of 18,098,761,412 as of March 31, 2023 on OTC Markets. We hereby demand
you immediately call for a special meeting of PTOP shareholders as allowed and required by State of Wyoming Statute §17-16-701 and
the Company’s own bylaws. We demand you notify all shareholders and hold such meeting in both a physical location and virtually
in order to respond to and address the following items, subject to amendment:
1. |
Document
and provide evidence of shareholder meetings, votes for and approvals of, and explanations of corporate developments and actions
taken since January 1, 2015 on or around the time the change of control transaction with Code2Action was initiated, |
2. |
Provide
access to the books and records of the Company for inspection, |
3. |
Approve
appointments to the company’s Board of Directors as nominated by shareholders. |
Our
shareholder group has not been provided access to or notice of corporate events, including meetings or opportunities to vote on corporate
actions, which may be a violation of state rules and PTOP’s bylaws if you did not obtain majority approval in writing of said actions.
We have not been asked to vote on PTOP corporate actions including equity financings, planned reverse splits, numerous authorized share
increases, or the recent re-domestication to Wyoming from Nevada, despite the Company’s filings with the Secretaries of States
of Nevada and Wyoming indicating that management obtained majority shareholder approvals as required by their states’ corporate
statutes. To my knowledge, the Company’s re-domestication was not filed with regulators or approved by FINRA which appears to be
a disclosure issue. Further, we were not provided notification on a post hoc basis of any prior corporate actions, even if “dragged
along” by consent as your counsel has indicated.
To
be clear, our investor group demands proof of meetings’ notices to shareholders, the actual votes by shareholder name and class
on all corporate actions, and minutes of said meetings signed and attested to by you and/or PTOP’s Secretary since 2015.
It’s
Time to be Transparent and Do Right by Shareholders
It
has come to my attention that you have notified certain service providers and shareholders in previous years to have no contact with
my office. I can only surmise it was in the hopes of avoiding having the above basic business questions answered because, many years
ago, I was very involved in the Code2Action (“C2A”) change of control as C2A’s advisor on the PTOP transaction, and
then as PTOP’s V.P. of Corporate Finance and advisor after I left Wall Street in mid-2015. It’s time for you to demonstrate
and prove that you have been acting in the best interests of shareholders since your appointment as CEO and sole Director several years
ago. PTOP appears to have inadequate corporate governance. Further, the Company has not delivered on years of “mobile business
card promises” (i.e., the “mobicard”) made to the myriad of investors you have attracted to PTOP since your appointment.
It appears the Company’s patents are obsolete, invalid and/or incomplete, its service does not function properly on the Apple and
Google app stores possibly due to non-payment of vendors, and there is no strategy or idea how to monetize a working app if one could
be completed. Further, the Company has diluted its stock so substantially that it is now almost zero with no liquidity. As an alternative
reporting entity, PTOP has little hope of completing a proper recapitalization and drastic measures are called for to save the business.
We
would like to help Peer to Peer Network pursue a turnaround. To put it mildly, our prior communications to your office have failed. We
are open to working with management and mutually agreeable third parties if and only if it will serve the best interests of all shareholders,
which means a new Board of Directors must be appointed at the requested Special Meeting.
For
further discussions, and for any shareholder interested in participation in this process, I can be reached at the following:
Vik
Grover
Chief
Executive Officer
FOMO
WORLDWIDE, INC.
831
W North Ave.
Pittsburgh,
PA 15233
(630)
708-0750
info@fomoworldwide.com
FOMO
WORLDWIDE, INC. reserves all rights. There is no litigation underway or contemplated in this matter. Further, this is not an offer of
settlement, nor is it a solicitation for investment in FOMO WORLDWIDE, INC. or its subsidiaries or affiliates.
Time
is of the essence.
Sincerely,
Vikram
Grover
Chief
Executive Officer
FOMO
WORLDWIDE, INC.
cc: |
Dale Bergman, Esq. (FOMO
WORLDWIDE, INC. SEC counsel), |
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Scott Olson, Esq. (Peer
to Peer Network SEC counsel), |
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FINRA Corporate Actions
Group, |
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OTC Markets Issuer Services, |
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Securities Exchange Commission
(by EDGAR), |
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Secretary of State of
Nevada, |
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Secretary of State of
Wyoming, |
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Andy Sanjani, CEO Think
Latitude (owner of 1,662,455,448 common shares), |
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James Bento, former CEO,
CFO & Secretary Peer to Peer Network (owner of 390,000,000 common shares), |
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Marc Lasky, former CEO
Peer to Peer Network (owner of 135,529,500 common shares), |
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Michael Lasky, former
Chairman Peer to Peer Network (owner of 34,812,500 common shares), |
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Vikram Grover, CEO FOMO
WORLDWIDE, INC. (owner of 210,000,000 common shares; proxy for above). |