Dear Fellow Shareholders of ProText Mobility, Inc. (TXTM),

 

Subject: Petition to Remove Caveat Emptor Designation by OTC Markets

I hope this letter finds you well. The purpose of this communication is to provide a comprehensive overview of recent events and to address concerns regarding potential market manipulation tactics affecting our company.

 As shareholders of ProText Mobility, Inc. (TXTM), it is imperative that we remain  informed and vigilant in safeguarding our investments. 

On 11/10/2022 , Ownership issued the following public statement as required by the SEC upon being notified of an alleged promotional event:

PROTEXT MOBILITY, INC. (TXTM) STATEMENT

November 10th, 2022 -Protext Mobility, Inc (OTC PINK: TXTM) today

Addressed activity that caused OTC Markets to place a “Stock Promotion

Designation” alongside the company’s symbol on the OTCMarkets.com

Website on Nov.3’d 2022. The Company wants to reaffirm that it has not

Participated in any activity that would have prompted this designation

And has not paid for any promotional activity, as confirmed by OTC

Markets to Company management and its SEC counsel. This is being

Addressed as a matter of priority by management and its SEC counsel.

 

On 11/11/2022  OTC Markets escalated the application of the Promotion (Bull Horn) Designation, to the CE designation immediately after trading hours.

 

What is the Caveat Emptor Designation?

OTC Markets Group designates certain securities as ‘Caveat Emptor’ and places a skull and crossbones icon next to the stock symbol to

Inform investors that there may be a reason to exercise additional care and perform thorough due diligence before making an investment in That security.

The Caveat Emptor Designation may be assigned when OTC Markets Group becomes aware of one or more of the following:

·         Promotion – The security is the subject of stock promotion that may be misleading or manipulative. Promotional activities may include

News releases, spam email, and newsletters, whether they are published by the issuer or a third party.

·         Investigation of Fraud or Other Criminal Activities – There is an investigation or other indication of fraudulent or other criminal activity Involving the company, its securities or insiders.

·         Suspension/Halt – A regulatory authority or an exchange has halted or suspended trading for public interest concerns (i.e. not a news or Earnings halt)

·         Undisclosed Corporate Actions – The security or company is the subject of a corporate action, such as a reverse merger, stock split, or

·         Name change, without adequate current information being publicly available

·         Other Public Interest Concern – OTC Markets Group may determine that there is a public interest concern regarding the security. Such Concerns may include but are not limited to promotion, spam or disruptive corporate actions even when adequate current information is Available.

In the months leading up to the application of the Caveat Emptor symbol by OTC Markets on November 11, 2022, significant changes occurred within the leadership and ownership structure of ProText Mobility, Inc. On June 17, 2022, new ownership filed a required change in control document, which included declarations regarding the acquisition of RSAMMD Acquisitions LLC. This transaction resulted in Dr. Ahmed Jamaloodeen assuming the role of Chairman of the Board and President of ProText Mobility, Inc., while Mr. Dylon Du Plooy became the CEO and Director of the company.

 In the required Q3 filing issued on November 20, 2022, the share structure of ProText Mobility, Inc. as of September 30, 2022, was disclosed. The details of the share structure were as follows:

- Trading Symbol: TXTM

- Exact Title and Class of Securities Outstanding: Common Stock

- CUSIP: 74371E204

- Par or Stated Value: $0.00001

- Total Shares Authorized: 10,000,000,000 as of September 30, 2022

- Total Shares Outstanding: 8,372,592,030 as of September 30, 2022

- Number of Shares in the Public Float: 7,645,000,000 as of September 30, 2022

 

Subsequently, in the annual filing submitted on April 4, 2023, the following share structure was noted as of December 31, 2022:

- Trading Symbol: TXTM

- Exact Title and Class of Securities Outstanding: Common Stock

- CUSIP: 74371E204

- Par or Stated Value: $0.00001

- Total Shares Authorized: 10,000,000,000 as of December 31, 2022

- Total Shares Outstanding: 8,372,592,030 as of December 31, 2022

- Total Number of Shareholders of Record: 77 as of December 31, 2022

 

Additionally, the majority and insider shareholders were identified as follows:

 

- McCallum Trust/Baylis Duffied (CEO of Plandai Biotechnology)

  - Residential Address: 17 Hanover Square, London, England

  - Number of Shares Owned: 0 Series D Preferred

  - Ownership Percentage of Class Outstanding: 0%

  - Note: Control person: Baylis Duffied. On May 1, 2020, Plandai Biotechnology, Inc., the entity from which Plandai Biotechnology South Africa was acquired, agreed to return and cancel all Series D shares due to breach of contract.

  - Steve Berman (Holder of more than 5% of a class of securities)

  - Residential Address: New York, NY

  - Number of Shares Owned: 2,675,000 Series C Preferred

  - Ownership Percentage of Class Outstanding: 100%

  - Note: Voting stock only, converts to 535 million votes equal to approximately 6%. Preferred holder is not a control person or affiliate and has no conversion rights.

 

- Dr. A. Jamaloodeen (Chairman/President)

  - Residential Address: Newcastle, South Africa

  - Number of Shares Owned: 66,667 Pref D, 33,333 Pref A

  - Ownership Percentage of Class Outstanding: 67.7%, 44.5%

  

- Dylon Du Plooy (CEO/Director)

  - Residential Address: Newcastle, South Africa

  - Number of Shares Owned: 33,333 Pref D, 16,667 Pref A

  - Ownership Percentage of Class Outstanding: 33.3%, 22.2%

 Upon comparing the share structures disclosed in the required filings, it becomes apparent that no shares were converted or sold by insiders during the period in question. Contrary to concerns of potential market manipulation, there is no indication of a "pump and dump" scheme initiated by insiders. The absence of any conversion or selling activity by insiders during this period suggests a lack of deliberate efforts to manipulate the stock price.

A "pump and dump" scheme is the act of artificially inflating a stock's price through deceptive tactics, such as false statements or aggressive promotions. Pump and dump perpetrators typically profit by obtaining lower priced shares, create artificially inflated demand through false or misleading statements, and dump their shares into the inflated price to personally profit, tanking the share price and adversely affecting all other shareholders. This process leads to dilution, reducing existing shareholders' value, and leaving many investors with worthless shares. Ultimately, it results in significant financial harm to unsuspecting investors, exemplifying a form of securities fraud.

On or before November 28, 2022, the company became aware that an allegation of promotion and alleged selling of securities to facilitate a “pump and dump” scheme was levied against the company by OTC Markets. On November 28, 2022, the company filed a response containing the following information:

"Additionally, we have made an inquiry with regard to the sale and ownership of the Company’s securities by the persons set forth on Exhibit A, being all of the persons of the type identified in Item 16 of Exhibit B of OTC Market’s Attorney Letter Guidelines. Counsel has made specific inquiry of each of the persons listed on Exhibit A, persons engaged in promotional activities regarding the Issuer, and persons owning more than five percent (5%) of the Company’s securities (collectively, the “Insiders”), and based upon such inquiries and other information available to counsel, there have been no sales of any of the Company’s securities by any of the Insiders, and nothing has come to the attention of counsel indicating that any of the Insiders has made any purchase or sale of the Company’s securities based upon any material nonpublic information regarding the Issuer or the Securities that would prohibit any of them from buying or selling the Securities under Rules 10b-5 or 10b5-1 under the Exchange Act."

 This response from the company underscores the commitment to transparency and compliance with regulatory requirements. It reinforces the absence of insider trading or any activity that would contravene securities laws.

 Additionally, as noted in the Annual filings, the officers of the company took the minimum required salary by law of $1. Minimum salary taken by company officers further proves the absence of any intent by company officers to benefit personally from diluting company shares, maliciously or otherwise.

 The company also has implemented numerous amendments to its filings and its OTC Company Profile, providing clear delineation of the business model, defining the scope of TXTM's operations, delineating permissible uses, and establishing boundaries within and outside its corporate structure. These revisions comprehensively define the company's operational framework and overall business model.

 Caveat Emptor, according to the OTC definition, raises significant concern among TXTM shareholders due to the admission by OTC and its legal counsel that no promotion was conducted by our company, virtually eliminating most grounds for the application of CE. No cases of securities fraud have been opened since its application, our shares have been validated, no name change has occurred, and there have been no suspensions or halts. We are pink current, and all filings have been duly submitted with full disclosure. These facts leave only the possibility of an external promotional source, which has also been identified as not affiliated with the company. Frankly, to maintain the CE designation when the company is not culpable for over a year is a severe breach of good faith business practices. The only remaining “public interest concern” is with the OTC itself.

 In 2015, R. Cromwell Coulson, CEO of OTC Markets group inc., emphatically declared his paramount objective to furnish shareholder members with access to precise data, making it readily accessible to empower shareholders to make informative decisions. https://youtu.be/CaYWSh2TXKI     31:00 mark

 However, after nine years, we see these standards have not been maintained, or are no longer applicable. The sole information available regarding 'Caveat Emptor' is a simple skull and crossbones graphic, offering no discernible explanation for its application or the status of any associated investigation. This lack of transparency leaves shareholders apprehensive, as it implies the possibility of far-reaching investigations, unrestricted by temporal or thematic constraints, akin to the 'fruit of the poisonous tree' doctrine.

 As shareholders, it is our responsibility to voice our concerns and advocate for the removal of the Caveat Emptor designation by OTC Markets. The prolonged lack of disclosure and resolution from OTC Markets, spanning over 16 months, has inflicted severe damage upon shareholders, irreversible damage for many. It is highly negligent for OTC Markets, an entity claiming to protect the interests of shareholders, to prolong this situation, disregarding the suffering and financial harm endured by shareholders. Furthermore, the absence of any public interest concern among shareholders underscores the urgent need for OTC Markets to rectify this matter promptly.

 Therefore, we urge all shareholders to sign this petition as a collective voice advocating for the removal of the Caveat Emptor designation by OTC Markets. Your signature is crucial in demonstrating our united stance against the unjust Caveat Emptor designation and our demand for transparency, accountability, and the protection of shareholder interest by OTC Markets.

 

Sincerely,

Fellow Shareholder