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Filing# 153930469 E-Filed 07/24/2022 09:41:31 PM
IN THE CIRCUIT COURT
IN AND FOR 17thJUDICIAL CIRCUIT
BROWARD COUNTY
CASE NO:
BRUCE LEWIS
V.
ORLANDO BIRBRAGHER
BBVI CONSULTING, S.A.
BBV INTERNATIONAL CONSULTING, LLC
WILSON-DAVIS & CO., INC. &
CLEARTRUST, LLC
'
COMPLAINT & PETITION FOR INJUNCTIVE RELIEF
COMES NOW, the Plaintiff Bruce Lewis and sues the Defendants Cleartrust,LLC ("Transfer
Agent"), Wilson-Davis & Co.
("WDCO"), Orlando Birbragher ("Orlando") and BBVI
Consulting,S.A. and BBV INTERNATIONAL CONSULTING, LLC (together"BBVI") and
alleges:
1.
This is an action for damages and equitablerelief in excess of one million dollars.
2.
Plaintiff is a resident of Palm Beach County, FL.
3.
Orlando is the owner of BBVI a structure composed of a Florida LLC and a foreign
company both have sufficient and constant contacts with the State of Florida and do
substantial not isolated business in this State. BBVI together with Orlando shall be
referred to as the "Conspiring Defendants" henceforth. The Defendants are all sui juris
and conduct substantial not isolated business operationsin Florida,The ConspiringParties
have stipulatedto the jurisdiction
of this Court (and have minimum contacts),also their
actions have damaged Bruce Lewis a resident of Florida.
4.
Defendant Transfer Agent is a transfer agent for Non-Party Protext Mobility,Inc., a
Delaware corporationwith operationsin Lutz, Florida.
5.
Defendant WDCO is a broker-dealer that is being used by Orlando and his companies to
steal from Plaintiff stock worth hundreds of thousands of dollars.
6.
Venue is proper by agreement of the Conspiring Defendants and Plaintiffs.
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 07/24/2022 09:41:29 PM.****
7.
Plaintiff has retained counsel and is obligatedto pay fees and costs that are per agreement
the responsibility
of the Conspiring Defendants.
General Allegations
8.
Protext Mobility,Inc. ("Protext")is a company that is tradeable on the OTC Markets, and
Transfer Agent acts as the transfer agent for Protext.
9.
Plaintiff on or about March 20, 2022 entered into a Stock Purchase Agreement (the
"Agreement") to purchase shares of Protext from BBVI which is run and owned by
Orlando. The Agreement is attached as Exhibit '1' and incorporatedherein.
10. Plaintiff performed all conditions precedent to be entitled to the "Shares" of Protext that
are the subjectof the Agreement, which total 113,669,400 (i.e.the Shares held by BBVI
or the ConspiringDefendants)
11. Plaintiff has not received the Shares and lost out on the abilityto sell those shares for the
price of 0.019 per the 52 week high reached a short time after the transaction was
completed. The sale would have meant proceeds of $2,159,718.60, most of which has
now been lost due to delayofthe ConspiringDefendants.
12. The Conspiring Defendants not only refuse to perform but have attempted to transfer the
Shares to his business brokerage account and thwart any chance by Plaintiff to receive the
benefit of the bargain.
13. Nominal Defendant Clear Trust are proper partiesfor injunctiverelief for jurisdictional
reasons, no damages or other relief is sought againstthem and it is asked the Court
limited their involvement to limit their fees and expenses given their innocence in the
matter.
14. A civil theft notice was provided or will be provided although this complaint may be filed
for emergency purposes, and civil theft is proper under the facts alleged.To assist in the
ConspiringDefendants actions,they have enlisted the assistance of a broker, who must
also be enjoined,Co-Defendant Wilson-Davis & Co., Inc.
Count 1- Permanent, Temporary and Emergency InjunctiveRelief
Against All Defendants
15. Plaintiff re-alleges,
incorporates,and asserts by reference the allegationsset forth in
paragraphs1- 13.
16. Plaintiff has a high likelihood of success on the merits in that he has paid for the Shares
and an unambiguous clear agreement (the Agreement) entitles him to the Shares
wrongfully withheld by the Conspiring Defendants. In addition,defendant Orlando has
emailed Cleartrust a letter of instruction,explicatinginstructingthem to transfer the
shares to the rightfulowner, Bruce Lewis, pursuant to that certain Stock Purchase
Agreernent
17. Transfer Agent is a necessary and indispensablepartiesto award relief in this action and
publicpolicyfavors ensuringthat property rightssuch as those attributable to the Plaintiff
from the Shares.
18. In addition to the risk that Transfer Agent will transfer the Shares there remains imminent
immediate risk that WDCO will take control of the Shares, it is beyond reasonably
foreseeable this may happen given the Transfer Agents email that should WDCO amend
certain documents it may effectively
assist the theft of the Shares from Plaintiff. As such
WDCO must also be enjoined.
19. If sold the Plaintiff will never be able to recoup the value of the Shares or the Shares
themselves which are his privateproperty and presents a matter that money alone can not
fix. Plaintiff has inadequateremedies at law. Shares as a matter of law are the proper
subjectof an injunctionas set out in the memorandum of law filed with Plaintiff's
Temporary RestrainingOrder.
20. Plaintiff has properlyplead equitablerelief and risks irreparableharm if the Defendants
(allof them) are not enjoined from transferring
Plaintiffs shares to anyone besides the
Plaintiff.
WHEREFORE, the Plaintiff demands injunctiverelief againstall Defendants preventingthe
transfer of the Shares until a final adjudicationof the matter and thereafter a final order
transferring
them to their rightfulowner, Plaintiff. Plaintiff further demands any other reliefjust
and proper under the circumstances.
Count 2- Breach of Contract / Lost Profits
Against the Conspiring Defendants
21. Plaintiff re-alleges,
incorporates,and asserts by reference the allegationsset forth in
paragraphs 1- 13.
22. Plaintiff entered into the Agreement with the Conspiring Defendants or the corporate
Conspiring Defendants, executed by Orlando as their sole owner and operator.
23. The ConspiringDefendants failed to do their only real duty under the Agreement when
they intentionally
withheld the Shares and now seek to transfer them in order to
personallysell them on the publicmarket for gain to the detriment of Plaintiff.
24. Plaintiffhas been damaged.
WHEREFORE, the Plaintiff demands judgement againstthe Conspiring Defendants for all
damages suffered as a result of the above-described actions and for all other relief this court
deems justand proper, includingif proper and award of attorney'sfees and costs. This includes
lost profitsof millions of dollars.
Count 3 - Civil Theft
Against All Conspiring Defendants
25. Plaintiff re-alleges,incorporates,and asserts by reference the allegationsset forth in
paragraphs 1 - 22.
26. Plaintiff shall seek leave if necessary to amend this Count by interlineation 30 days
after presuit notice but same is here to avoid unnecessary refiling.
27. The Conspiring Defendants were given a statutorily
required notice that is attached or
filed with this action,and have acted with felonious intent in violatingthe theft statutes of
Florida.
28. Plaintiff is entitled to treble damages for the Shares that were stolen.
29. Plaintiff is also entitled to attorneys fees and costs.
WHEREFORE, the Plaintiff demands judgement againstthe Conspiring Defendants for triple
the damages suffered as a result of the above-described actions and for all other relief this court
deems justand proper, includingif proper and award of attorney'sfees and costs. This includes
lost profitsof millions of dollars,tripled.
Count 4 - Fraud (inthe Alternative)
Against the Conspiring Defendants
30. Plaintiff re-alleges,incorporates,and asserts by reference the allegationsset forth in
paragraphs 1- 13.
31. Upon enteringnegotiations,
the ConspiringDefendants made a false statement regarding
a material fact. Specificallythat they would transfer the Shares if paid $10,OOO.OO. In
relyingon this false statement, Conspiring Defendants induced the Plaintiff into entering
into the Agreernent.
32. ConspiringDefendants knew or should have known that the above representations
were
false.
33. Conspiring Defendants intended that the false representationinduce the Plaintiff to act on
it.
34. The Plaintiff suffered damages in justifiable
reliance on the representations.
WHEREFORE, the Plaintiff demands judgement againstthe ConspiringDefendants for
all damages suffered as a result of the above-described actions and for all other relief this court
deems justand proper, includingif proper and award of attorney'sfees and costs. This includes
lost profitsof millions of dollars.
Dated: July24,2022
Respectfullysubmitted,
AINSWORTH + CLANCY, PLLC
801 Brickell Avenue, 8th Floor
Miami, FL 33131
Telephone: (305) 600-3816
Facsimile: (305)600-3817
By: s/Ryan Clancy
Ryan Clancy,Esq.
Florida Bar No. 117650
Email: ryan@business-esq.com
Email: info@business-esq.com
Exhibit 'A' - Agreement
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into as of the 20th day of March
2022 by and between the undersigned BBVI Consulting, S.A. ("Seller" DBA BBV International
Consulting, LLC), a Florida entity and Bruce Lewis ("Buyer"). The Purchaser and Seller are referred to
collectivelyin the Agreement as the "Parties "',and individually as a "Party".
WHEREAS, Seller owns 113,669,400 shares of Protext Mobility, Inc., a company traded on
OTC Markets under the symbol TXTM (the "Company") and Seller desires to sell 113,669,400
shares to Purchaser (the "Shares").
WHEREAS, Purchaser desires to purchase the Shares from Seller and Seller desires to sell
the Shares to Purchaser upon the terms and conditions set forth in this Agreement.
AGREEMENTS
In consideration of the forgoing and the promises and agreements contained herein, the
parties agree as follows:
1.
Purchase and Sale of the Shares. Subject to the terms and conditions hereinafter set
forth, at the Closing of the transaction contemplated hereby:
(a) the Seller shall sell,convey, transfer, and deliver to Purchaser certificates
representing the Shares, and
(b) the Purchaser shall purchase from Seller the Shares in consideration of $10,000 (Ten
Thousand
?1
Dollars) (the
Purchase Price'."'),paid $10,000 (Ten Thousand Dollars) cash to be paid upon
receiptof medallion signature guarantee and letter of instruction to Transfer Agent.
(c) The certificates representing the Company's common stock shall be duly
endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in
blank, in either case with signatures guaranteed in the customary fashion.
(d) The closing of the transactions contemplated by this Agreement and the
Payment of the Cash Purchase Price shall take place on or around May 23th 2022 ("Closing").
The certificates representing the Stock shall be duly endorsed for transfer or accompanied by
an appropriate stock transfer.
2.
Purchaser's Representations. Purchaser hereby represents, warrants and acknowledges
and agrees as follows:
(a) Purchaser has received all documents, records, books and other information
pertaining to Purchaser's investment that Purchaser considers necessary or advisable to make a
decision concerning the purchase of the Shares and has had an opportunity to review all
documents relating to the Company that Purchaser deems necessary in the decision to purchase
the Shares.
(b) Purchaser (eitherby herself or with her advisors) is (i)experienced in making
investments of the kind described in this Agreement, (ii)able, by reason of her business and
financial experience to protect her own interests in connection with the transactions described in
this Agreement, and (iii)able to afford the entire loss of her investment in the Shares.
(c) Purchaser recognizes that investment in the Shares involves substantial risks,
including loss of the entire amount of such investment, has taken full cognizance of and
understands all of the risks related to a purchase of the Shares. Purchaser further recognizes that
no Federal or state agencies have made any finding or determination as to the fairness of this
investment or any recommendations or endorsement of the Shares.
(d) Purchaser hereby agrees not to purchase or sell the Company's stock, or any
equity instrument related to the Company's stock ".'on the basis of," as such term is defined in Rule
10b5-1 of the Securities and Exchange Act of 1934, any material non-public information.
(e) At no time was Purchaser presented with or solicited by any leaflet,newspaper or
magazine article,radio or television advertisement, or any other form of general advertising or
solicited or invited to attend a promotional meeting otherwise than in connection and concurrently
with such communicated offer.
(f) Purchaser is acquiring the restricted Shares for his own account as principal, not
as a nominee or agent, for investment purposes only, and not with a view to, or for,resale,
distribution or fractionalization thereof in whole or in part and no other person has a direct or
indirect beneficial interest in the amount of restricted Shares Purchaser is acquiring herein.
Further, Purchaser does not have any contract, undertaking, agreement or arrangement with any
person to sell,transfer or grant participations to such person or to any third person, with respect to
the Shares Purchaser is acquiring.
3.
Seller's Representations. Seller hereby represents, warrants and acknowledges and
agrees with the following:
(a) Seller is the sole record and beneficial owner of the Shares, has good and
marketable title to the Shares, free and clear of all Encumbrances (hereafter defined), other than
applicable restrictions under applicable securities laws, and has full legal right and power to sell,
transfer and deliver the Shares to Purchaser in accordance with this Agreement. 1?1'Encumbrances'..
means any liens, pledges, hypothecations, charges, adverse claims, options, preferential
arrangements or restrictions of any kind, including, without limitation, any restriction of the use,
voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the
execution and delivery of this Agreement, Purchaser will receive good and marketable title to the
Shares, free and clear of all Encumbrances, other than restrictions imposed pursuant to any
applicable securities laws and regulations.There are no stockholders' agreements, voting trust,
proxies, options, rights of first refusal or any other agreements or understandings with respect to
the Shares.
(b) Seller is not a party to any agreement, written or oral, creating rights in respect to
the
Company's stock in any third person or relatingto the voting of the Company's stock.
(c) Seller hereby represents that it did not enter into this Agreement or decide to
sell the Company's stock, or any equity instrument related to the Company's stock "on the
basis of," as such term is defined in Rule 10b5-1 of the Securities and Exchange Act of 1934,
any material nonpublic information.
(d) Seller or Seller's representative has such knowledge and experience in financial,
tax and business matters to enable Seller to evaluate the merits and risks of an investment in and
sale of the Shares and to make an informed decision with respect thereto. Seller has reviewed all
information Seller
considers necessary or advisable to decide concerning the sale of the Shares and has taken full
cognizance of and understands all the risks related to the ownership and sale of the Shares. Seller
further recognizes that no Federal or state agencies have made any finding or determination as to
the fairness of this investment or any recommendations or endorsement of the Shares.
(e)
Purchaser hereby represents that neither it nor any of its "affiliates" are
"affiliates" of the Company as defined in Rule 144 of the Securities Act of1933.
4.
Understandings. The Parties further acknowledge and agree as follows:
(a) Unless otherwise agreed, no person or entity acting on behalf, or under the
authority, of Seller is or will be entitled to any broker's, finder's or similar fee or commission in
connection with this Agreement. Seller and Purchaser hereby represent and warrant that there has
been no act or omission by Seller, Purchaser or the Company which would give rise to any valid
claim against any of the parties hereto for a brokerage commission, finder's fee, or other like
payment in connection with the transactions contemplated hereby.
(b) The obligations of Purchaser to purchase and pay for the Shares, and of the Seller
to transfer such shares and Company to issue the Shares are subject to the satisfaction at or prior
to the Closing of the sale of each Share of the following conditions precedent: (i)the Shares of the
Company are validly issued and fully-paid; and (ii)neither Seller, the Company, nor the transfer
agent will take any action to cancel or encumber the Shares or the stock certificate(s)
representing
the Shares. The Seller hereby indemnifies and holds harmless the Purchaser and any brokerage
and/or clearing firm and attorney working with Purchaser against any claims with respect to the
Shares and any reliance on the preceding sentence.
(c) None of the execution, delivery, or performance of this Agreement, and the
consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or
without notice or lapse of time, or both) result in a termination, breach or violation of (i)any
instrument, contract or agreement to which any of the Seller is a party or by which any is bound,
or to which the Shares are subject; or (ii)any federal, state, local or foreign law, ordinance,
judgment, decree, order, statute, or regulation, or that of any other governmental body or
authority, applicable to the Seller or the Shares.
(d) No consent, approval, authorization or order of, or any filingor declaration with
any governmental authority or any other person is required for the consummation by Purchaser
of any of the transactions on its part contemplated under this Agreement.
(e) Left Blank
(f) IN MAKING A DECISION TO BUY AND SELL THE SHARES, PURCHASER
AND SELLER ARE RELYING ON THEIR OWN EXAMINATION OF THE MERITS AND
RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(g) The failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect the right later to enforce the same. No waiver by any
party of any condition, or the breach of any term, covenant, representation or warranty
contained in this Agreement, whether by conductor otherwise, in any one or more instances shall
be deemed to be or construed as a further or continuing waiver of any such condition or breach
or a waiver of any other term, covenant, representation or warranty of this Agreement.
5.
Miscellaneous.
(a) Except as set forth elsewhere herein, any notice or demand to be given or served in
connection herewith shall be deemed to be sufficientlygiven or served for all purposes by being
sent as registered or certified mail, return receipt requested, postage prepaid, addressed to the
party at the address set forth on the signature page. Either party June change its address for
notices under this Agreement by written notice to the other party of such new address, delivered
pursuant to this Section 5(a).
(b) THIS AGREEMENT SHALL BE CONSTRUED, AND THE RIGHTS AND
OBLIGATION OF THE PARTIES HEREUNDER DETERMINED, IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF FLORIDA
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTION. THE PARTIES CONSENT
AND SUBMIT TO THE JURISDICTION OF THE STATE COURTS LOCATED WITHIN
BROWARD COUNTY, FLORIDA AND TO THE UNITED STATES FEDERAL COURTS IN
THE SOUTHERN DISTRICT OF FLORIDA.
(c) In any action, proceeding or counterclaim brought to enforce any of the provisions
of this Agreement or to recover damages, costs and expenses in connection with any breach of the
Agreement, the prevailing party shall be entitled to be reimbursed by the opposing party for the
prevailing party's reasonable attorney's fees, costs and other out-of-pocket expenses incurred in
connection with such action, proceeding or counterclaim.
(d) This Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth herein. This Agreement supersedes all prior agreements
and understandings among the parties hereto with respect to the subject matter hereof.
(e) In case any provision in or obligation under this Agreement shall be invalid,
illegalor unenforceable in any jurisdiction the validity,legalityand enforceability of the
remaining provisions or obligations, or of such provisions or obligations, shall not in any way be
affected or impaired thereby in any other jurisdiction.
IN WITNESS WHEREOF, the Parties hereto have executed this Stock Purchase
Agreement as of the date first written above.
Purchaser:
Bruce Lewis
Seller: BBVI Consulting, S.A
4(b
By:
Orlando Birbragher, Principal
Exhibit 'B' - Civil Theft Notice
AINSWORTH + CLANCY
July 25,2022
Sent Via USPS Certified Mail
BBVI Consulting,S.A.
"DBA BBV International Consulting, LLC" a Florida entity
5927 SW 70th Street
Unit 432614
South Miami, FL 33143-9998
Orlando BIRBRAGHER
PO Box 432614
South Miami, FL 33243
Larry Sands
PO Box 432614
South Miami, FL
RE:
CIVIL THEFT NOTICE - FLA. STAT. § 772.11
Amounts Due to Bruce Lewis
Dear Mr. Birbragher:
This
firm represents Bruce Lewis. ("Mr. Lewis") regarding your wrongful retention of
monies/property belonging to our client. It has become clear that you have obtained and retained without
authorization funds belonging to Mr. Lewis in the form of Shares of Protext Mobility,Inc.. Your unlawful
dispossessionof Our Client's funds constitutes civil theft, and this letter is a written demand under
Florida Statute § 772.11 (CivilRemedy for Theft).
You are hereby notified that you have taken for your own use and benefit and deprived Mr. Lewis
of the rightand use of $2,159,718.60.
Pursuant to Section 772.11 of the Florida Statutes, the undersigned hereby demands that you
immediately pay Mr. Lewis the amount of $6,479,155.80. Your payment should be made out to the
Ainsworth & Clancy Trust Account, and wire instructions are available in the event that you wish to pay
by wire rather than check.
Be advised that ifpayment is not tendered within thirty(30)days from the receiptofthis letter,Mr.
Lewis shall exercise all legalrightsand remedies againstyou as provided under Florida law to the fullest
extent possible.This letter reserves all rightsof Mr. Lewis without limitation and/or further reservation.
GOVERN YOURSELF ACCORDINGLY.
Sincerely,
/s/ Ryan Clancy
Ryan M. Clancy, Esq.
For the Firm
Ryan@business-esq.com
Ainsworth & Clancy,PLLC , 801 Brickell Ave., 88 Floor, Miami, FL 33131
?
info@business-esq.com
(305) 600-3816 ?
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Filing# 153930469 E-Filed 07/24/2022 09:41:31 PM IN THE CIRCUIT COURT IN AND FOR 17thJUDICIAL CIRCUIT BROWARD COUNTY CASE NO: BRUCE LEWIS V. ORLANDO BIRBRAGHER BBVI CONSULTING, S.A. BBV INTERNATIONAL CONSULTING, LLC WILSON-DAVIS & CO., INC. & CLEARTRUST, LLC ' COMPLAINT & PETITION FOR INJUNCTIVE RELIEF COMES NOW, the Plaintiff Bruce Lewis and sues the Defendants Cleartrust,LLC ("Transfer Agent"), Wilson-Davis & Co. ("WDCO"), Orlando Birbragher ("Orlando") and BBVI Consulting,S.A. and BBV INTERNATIONAL CONSULTING, LLC (together"BBVI") and alleges: 1. This is an action for damages and equitablerelief in excess of one million dollars. 2. Plaintiff is a resident of Palm Beach County, FL. 3. Orlando is the owner of BBVI a structure composed of a Florida LLC and a foreign company both have sufficient and constant contacts with the State of Florida and do substantial not isolated business in this State. BBVI together with Orlando shall be referred to as the "Conspiring Defendants" henceforth. The Defendants are all sui juris and conduct substantial not isolated business operationsin Florida,The ConspiringParties have stipulatedto the jurisdiction of this Court (and have minimum contacts),also their actions have damaged Bruce Lewis a resident of Florida. 4. Defendant Transfer Agent is a transfer agent for Non-Party Protext Mobility,Inc., a Delaware corporationwith operationsin Lutz, Florida. 5. Defendant WDCO is a broker-dealer that is being used by Orlando and his companies to steal from Plaintiff stock worth hundreds of thousands of dollars. 6. Venue is proper by agreement of the Conspiring Defendants and Plaintiffs. *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 07/24/2022 09:41:29 PM.**** 7. Plaintiff has retained counsel and is obligatedto pay fees and costs that are per agreement the responsibility of the Conspiring Defendants. General Allegations 8. Protext Mobility,Inc. ("Protext")is a company that is tradeable on the OTC Markets, and Transfer Agent acts as the transfer agent for Protext. 9. Plaintiff on or about March 20, 2022 entered into a Stock Purchase Agreement (the "Agreement") to purchase shares of Protext from BBVI which is run and owned by Orlando. The Agreement is attached as Exhibit '1' and incorporatedherein. 10. Plaintiff performed all conditions precedent to be entitled to the "Shares" of Protext that are the subjectof the Agreement, which total 113,669,400 (i.e.the Shares held by BBVI or the ConspiringDefendants) 11. Plaintiff has not received the Shares and lost out on the abilityto sell those shares for the price of 0.019 per the 52 week high reached a short time after the transaction was completed. The sale would have meant proceeds of $2,159,718.60, most of which has now been lost due to delayofthe ConspiringDefendants. 12. The Conspiring Defendants not only refuse to perform but have attempted to transfer the Shares to his business brokerage account and thwart any chance by Plaintiff to receive the benefit of the bargain. 13. Nominal Defendant Clear Trust are proper partiesfor injunctiverelief for jurisdictional reasons, no damages or other relief is sought againstthem and it is asked the Court limited their involvement to limit their fees and expenses given their innocence in the matter. 14. A civil theft notice was provided or will be provided although this complaint may be filed for emergency purposes, and civil theft is proper under the facts alleged.To assist in the ConspiringDefendants actions,they have enlisted the assistance of a broker, who must also be enjoined,Co-Defendant Wilson-Davis & Co., Inc. Count 1- Permanent, Temporary and Emergency InjunctiveRelief Against All Defendants 15. Plaintiff re-alleges, incorporates,and asserts by reference the allegationsset forth in paragraphs1- 13. 16. Plaintiff has a high likelihood of success on the merits in that he has paid for the Shares and an unambiguous clear agreement (the Agreement) entitles him to the Shares wrongfully withheld by the Conspiring Defendants. In addition,defendant Orlando has emailed Cleartrust a letter of instruction,explicatinginstructingthem to transfer the shares to the rightfulowner, Bruce Lewis, pursuant to that certain Stock Purchase Agreernent 17. Transfer Agent is a necessary and indispensablepartiesto award relief in this action and publicpolicyfavors ensuringthat property rightssuch as those attributable to the Plaintiff from the Shares. 18. In addition to the risk that Transfer Agent will transfer the Shares there remains imminent immediate risk that WDCO will take control of the Shares, it is beyond reasonably foreseeable this may happen given the Transfer Agents email that should WDCO amend certain documents it may effectively assist the theft of the Shares from Plaintiff. As such WDCO must also be enjoined. 19. If sold the Plaintiff will never be able to recoup the value of the Shares or the Shares themselves which are his privateproperty and presents a matter that money alone can not fix. Plaintiff has inadequateremedies at law. Shares as a matter of law are the proper subjectof an injunctionas set out in the memorandum of law filed with Plaintiff's Temporary RestrainingOrder. 20. Plaintiff has properlyplead equitablerelief and risks irreparableharm if the Defendants (allof them) are not enjoined from transferring Plaintiffs shares to anyone besides the Plaintiff. WHEREFORE, the Plaintiff demands injunctiverelief againstall Defendants preventingthe transfer of the Shares until a final adjudicationof the matter and thereafter a final order transferring them to their rightfulowner, Plaintiff. Plaintiff further demands any other reliefjust and proper under the circumstances. Count 2- Breach of Contract / Lost Profits Against the Conspiring Defendants 21. Plaintiff re-alleges, incorporates,and asserts by reference the allegationsset forth in paragraphs 1- 13. 22. Plaintiff entered into the Agreement with the Conspiring Defendants or the corporate Conspiring Defendants, executed by Orlando as their sole owner and operator. 23. The ConspiringDefendants failed to do their only real duty under the Agreement when they intentionally withheld the Shares and now seek to transfer them in order to personallysell them on the publicmarket for gain to the detriment of Plaintiff. 24. Plaintiffhas been damaged. WHEREFORE, the Plaintiff demands judgement againstthe Conspiring Defendants for all damages suffered as a result of the above-described actions and for all other relief this court deems justand proper, includingif proper and award of attorney'sfees and costs. This includes lost profitsof millions of dollars. Count 3 - Civil Theft Against All Conspiring Defendants 25. Plaintiff re-alleges,incorporates,and asserts by reference the allegationsset forth in paragraphs 1 - 22. 26. Plaintiff shall seek leave if necessary to amend this Count by interlineation 30 days after presuit notice but same is here to avoid unnecessary refiling. 27. The Conspiring Defendants were given a statutorily required notice that is attached or filed with this action,and have acted with felonious intent in violatingthe theft statutes of Florida. 28. Plaintiff is entitled to treble damages for the Shares that were stolen. 29. Plaintiff is also entitled to attorneys fees and costs. WHEREFORE, the Plaintiff demands judgement againstthe Conspiring Defendants for triple the damages suffered as a result of the above-described actions and for all other relief this court deems justand proper, includingif proper and award of attorney'sfees and costs. This includes lost profitsof millions of dollars,tripled. Count 4 - Fraud (inthe Alternative) Against the Conspiring Defendants 30. Plaintiff re-alleges,incorporates,and asserts by reference the allegationsset forth in paragraphs 1- 13. 31. Upon enteringnegotiations, the ConspiringDefendants made a false statement regarding a material fact. Specificallythat they would transfer the Shares if paid $10,OOO.OO. In relyingon this false statement, Conspiring Defendants induced the Plaintiff into entering into the Agreernent. 32. ConspiringDefendants knew or should have known that the above representations were false. 33. Conspiring Defendants intended that the false representationinduce the Plaintiff to act on it. 34. The Plaintiff suffered damages in justifiable reliance on the representations. WHEREFORE, the Plaintiff demands judgement againstthe ConspiringDefendants for all damages suffered as a result of the above-described actions and for all other relief this court deems justand proper, includingif proper and award of attorney'sfees and costs. This includes lost profitsof millions of dollars. Dated: July24,2022 Respectfullysubmitted, AINSWORTH + CLANCY, PLLC 801 Brickell Avenue, 8th Floor Miami, FL 33131 Telephone: (305) 600-3816 Facsimile: (305)600-3817 By: s/Ryan Clancy Ryan Clancy,Esq. Florida Bar No. 117650 Email: ryan@business-esq.com Email: info@business-esq.com Exhibit 'A' - Agreement STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is entered into as of the 20th day of March 2022 by and between the undersigned BBVI Consulting, S.A. ("Seller" DBA BBV International Consulting, LLC), a Florida entity and Bruce Lewis ("Buyer"). The Purchaser and Seller are referred to collectivelyin the Agreement as the "Parties "',and individually as a "Party". WHEREAS, Seller owns 113,669,400 shares of Protext Mobility, Inc., a company traded on OTC Markets under the symbol TXTM (the "Company") and Seller desires to sell 113,669,400 shares to Purchaser (the "Shares"). WHEREAS, Purchaser desires to purchase the Shares from Seller and Seller desires to sell the Shares to Purchaser upon the terms and conditions set forth in this Agreement. AGREEMENTS In consideration of the forgoing and the promises and agreements contained herein, the parties agree as follows: 1. Purchase and Sale of the Shares. Subject to the terms and conditions hereinafter set forth, at the Closing of the transaction contemplated hereby: (a) the Seller shall sell,convey, transfer, and deliver to Purchaser certificates representing the Shares, and (b) the Purchaser shall purchase from Seller the Shares in consideration of $10,000 (Ten Thousand ?1 Dollars) (the Purchase Price'."'),paid $10,000 (Ten Thousand Dollars) cash to be paid upon receiptof medallion signature guarantee and letter of instruction to Transfer Agent. (c) The certificates representing the Company's common stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion. (d) The closing of the transactions contemplated by this Agreement and the Payment of the Cash Purchase Price shall take place on or around May 23th 2022 ("Closing"). The certificates representing the Stock shall be duly endorsed for transfer or accompanied by an appropriate stock transfer. 2. Purchaser's Representations. Purchaser hereby represents, warrants and acknowledges and agrees as follows: (a) Purchaser has received all documents, records, books and other information pertaining to Purchaser's investment that Purchaser considers necessary or advisable to make a decision concerning the purchase of the Shares and has had an opportunity to review all documents relating to the Company that Purchaser deems necessary in the decision to purchase the Shares. (b) Purchaser (eitherby herself or with her advisors) is (i)experienced in making investments of the kind described in this Agreement, (ii)able, by reason of her business and financial experience to protect her own interests in connection with the transactions described in this Agreement, and (iii)able to afford the entire loss of her investment in the Shares. (c) Purchaser recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to a purchase of the Shares. Purchaser further recognizes that no Federal or state agencies have made any finding or determination as to the fairness of this investment or any recommendations or endorsement of the Shares. (d) Purchaser hereby agrees not to purchase or sell the Company's stock, or any equity instrument related to the Company's stock ".'on the basis of," as such term is defined in Rule 10b5-1 of the Securities and Exchange Act of 1934, any material non-public information. (e) At no time was Purchaser presented with or solicited by any leaflet,newspaper or magazine article,radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. (f) Purchaser is acquiring the restricted Shares for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for,resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the amount of restricted Shares Purchaser is acquiring herein. Further, Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell,transfer or grant participations to such person or to any third person, with respect to the Shares Purchaser is acquiring. 3. Seller's Representations. Seller hereby represents, warrants and acknowledges and agrees with the following: (a) Seller is the sole record and beneficial owner of the Shares, has good and marketable title to the Shares, free and clear of all Encumbrances (hereafter defined), other than applicable restrictions under applicable securities laws, and has full legal right and power to sell, transfer and deliver the Shares to Purchaser in accordance with this Agreement. 1?1'Encumbrances'.. means any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the execution and delivery of this Agreement, Purchaser will receive good and marketable title to the Shares, free and clear of all Encumbrances, other than restrictions imposed pursuant to any applicable securities laws and regulations.There are no stockholders' agreements, voting trust, proxies, options, rights of first refusal or any other agreements or understandings with respect to the Shares. (b) Seller is not a party to any agreement, written or oral, creating rights in respect to the Company's stock in any third person or relatingto the voting of the Company's stock. (c) Seller hereby represents that it did not enter into this Agreement or decide to sell the Company's stock, or any equity instrument related to the Company's stock "on the basis of," as such term is defined in Rule 10b5-1 of the Securities and Exchange Act of 1934, any material nonpublic information. (d) Seller or Seller's representative has such knowledge and experience in financial, tax and business matters to enable Seller to evaluate the merits and risks of an investment in and sale of the Shares and to make an informed decision with respect thereto. Seller has reviewed all information Seller considers necessary or advisable to decide concerning the sale of the Shares and has taken full cognizance of and understands all the risks related to the ownership and sale of the Shares. Seller further recognizes that no Federal or state agencies have made any finding or determination as to the fairness of this investment or any recommendations or endorsement of the Shares. (e) Purchaser hereby represents that neither it nor any of its "affiliates" are "affiliates" of the Company as defined in Rule 144 of the Securities Act of1933. 4. Understandings. The Parties further acknowledge and agree as follows: (a) Unless otherwise agreed, no person or entity acting on behalf, or under the authority, of Seller is or will be entitled to any broker's, finder's or similar fee or commission in connection with this Agreement. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Company which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby. (b) The obligations of Purchaser to purchase and pay for the Shares, and of the Seller to transfer such shares and Company to issue the Shares are subject to the satisfaction at or prior to the Closing of the sale of each Share of the following conditions precedent: (i)the Shares of the Company are validly issued and fully-paid; and (ii)neither Seller, the Company, nor the transfer agent will take any action to cancel or encumber the Shares or the stock certificate(s) representing the Shares. The Seller hereby indemnifies and holds harmless the Purchaser and any brokerage and/or clearing firm and attorney working with Purchaser against any claims with respect to the Shares and any reliance on the preceding sentence. (c) None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i)any instrument, contract or agreement to which any of the Seller is a party or by which any is bound, or to which the Shares are subject; or (ii)any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Seller or the Shares. (d) No consent, approval, authorization or order of, or any filingor declaration with any governmental authority or any other person is required for the consummation by Purchaser of any of the transactions on its part contemplated under this Agreement. (e) Left Blank (f) IN MAKING A DECISION TO BUY AND SELL THE SHARES, PURCHASER AND SELLER ARE RELYING ON THEIR OWN EXAMINATION OF THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (g) The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right later to enforce the same. No waiver by any party of any condition, or the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conductor otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation or warranty of this Agreement. 5. Miscellaneous. (a) Except as set forth elsewhere herein, any notice or demand to be given or served in connection herewith shall be deemed to be sufficientlygiven or served for all purposes by being sent as registered or certified mail, return receipt requested, postage prepaid, addressed to the party at the address set forth on the signature page. Either party June change its address for notices under this Agreement by written notice to the other party of such new address, delivered pursuant to this Section 5(a). (b) THIS AGREEMENT SHALL BE CONSTRUED, AND THE RIGHTS AND OBLIGATION OF THE PARTIES HEREUNDER DETERMINED, IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION. THE PARTIES CONSENT AND SUBMIT TO THE JURISDICTION OF THE STATE COURTS LOCATED WITHIN BROWARD COUNTY, FLORIDA AND TO THE UNITED STATES FEDERAL COURTS IN THE SOUTHERN DISTRICT OF FLORIDA. (c) In any action, proceeding or counterclaim brought to enforce any of the provisions of this Agreement or to recover damages, costs and expenses in connection with any breach of the Agreement, the prevailing party shall be entitled to be reimbursed by the opposing party for the prevailing party's reasonable attorney's fees, costs and other out-of-pocket expenses incurred in connection with such action, proceeding or counterclaim. (d) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. (e) In case any provision in or obligation under this Agreement shall be invalid, illegalor unenforceable in any jurisdiction the validity,legalityand enforceability of the remaining provisions or obligations, or of such provisions or obligations, shall not in any way be affected or impaired thereby in any other jurisdiction. IN WITNESS WHEREOF, the Parties hereto have executed this Stock Purchase Agreement as of the date first written above. Purchaser: Bruce Lewis Seller: BBVI Consulting, S.A 4(b By: Orlando Birbragher, Principal Exhibit 'B' - Civil Theft Notice AINSWORTH + CLANCY July 25,2022 Sent Via USPS Certified Mail BBVI Consulting,S.A. "DBA BBV International Consulting, LLC" a Florida entity 5927 SW 70th Street Unit 432614 South Miami, FL 33143-9998 Orlando BIRBRAGHER PO Box 432614 South Miami, FL 33243 Larry Sands PO Box 432614 South Miami, FL RE: CIVIL THEFT NOTICE - FLA. STAT. § 772.11 Amounts Due to Bruce Lewis Dear Mr. Birbragher: This firm represents Bruce Lewis. ("Mr. Lewis") regarding your wrongful retention of monies/property belonging to our client. It has become clear that you have obtained and retained without authorization funds belonging to Mr. Lewis in the form of Shares of Protext Mobility,Inc.. Your unlawful dispossessionof Our Client's funds constitutes civil theft, and this letter is a written demand under Florida Statute § 772.11 (CivilRemedy for Theft). You are hereby notified that you have taken for your own use and benefit and deprived Mr. Lewis of the rightand use of $2,159,718.60. Pursuant to Section 772.11 of the Florida Statutes, the undersigned hereby demands that you immediately pay Mr. Lewis the amount of $6,479,155.80. Your payment should be made out to the Ainsworth & Clancy Trust Account, and wire instructions are available in the event that you wish to pay by wire rather than check. Be advised that ifpayment is not tendered within thirty(30)days from the receiptofthis letter,Mr. Lewis shall exercise all legalrightsand remedies againstyou as provided under Florida law to the fullest extent possible.This letter reserves all rightsof Mr. Lewis without limitation and/or further reservation. GOVERN YOURSELF ACCORDINGLY. Sincerely, /s/ Ryan Clancy Ryan M. Clancy, Esq. For the Firm Ryan@business-esq.com Ainsworth & Clancy,PLLC , 801 Brickell Ave., 88 Floor, Miami, FL 33131 ? info@business-esq.com (305) 600-3816 ? 1 of 1