Law Offices of Joseph L. Pittera 2214 Torrance Boulevard Suite 101 Torrance, California 90501 Telephone (310) 328-3588 Facsimile (310) 328-3063 E-mail: evlam2000@aol.com
June 5, 2012
OTC Markets, Inc. 304 Hudson Street Second Floor New York, New York 10013
Re: Legal Opinion concerning Adequate Current Information of Star Entertainment Group, Inc. (Symbol-SETY).
To Whom It May Concern:
I have been retained by Star Entertainment Group, Inc. (hereinafter “Issuer” or “Company”), to render an opinion as to the Issuer’s compliance with the Guidelines for Disclosure of Adequate Current Information. The Firm is a United States citizen and has been retained for the sole purpose of reviewing the current information supplied by the Issuer. OTC Markets is entitled to rely on the current legal opinion in determining whether the Issuer has made adequate current information available within the meaning of Rule 144(c)(2) under the Securities Act of 1933.
ANALYSIS
In determining whether the Issuer has met its disclosure obligations with respect to adequate current information, counsel has reviewed a number of documents obtained from the Issuer for the purpose of rendering the within opinion, and the documents examined consist of:
(1) Issuer Disclosure Statement filed with the OTC Markets, Inc. on May 31, 2012;
(2) The Annual Report for the period fiscal years ended June 30, 2010 and June 30, 2011, and the Quarter ended March 31, 2012 filed with the OTC Markets, Inc. on May 31, 2012;
(3) Amended Articles of Incorporation filed with the OTC Markets, Inc. on May 27, 2012 and all changes to Articles of Incorporation of the Issuer from inception to the present;
(4) Minutes of the Board of Directors from inception to the present;
(6) Bylaws of the Issuer filed with the OTC Markets, Inc. on May 27, 2011. Page 2 Legal Opinion Star Entertainment Group, Inc.
In addition, I have made such investigations and have considered such questions of law as I deemed necessary and appropriate for the purpose of rendering this Opinion. In all such examinations, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies and the authenticity of all originals of such documents submitted as copies. Further, in all such examinations, I may have relied on information obtained from public officials, officers of the Issuer and other sources and represent that all such sources are believed to be reliable.
This opinion opines that the Disclosure Documents as filed on May 31, 2012, and the Annual Report for the period June 30, 2010 and June 30, 2011 filed on May 31, 2012, as well as the Interim Financial Report for the period ended March 31, 2012 filed on May 31, 2012 as filed: (i) constitute adequate current public information concerning the shares of common stock of the Issuer (the “Securities”) and the Issuer and is available within the meaning of Rule 144(c)(2) under the Securities Act; (ii) include all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the shares of common stock of the Corporation (the “Securities”), under Rule 15c2-11 of the Exchange Act; (iii) comply as to form with the Pink Sheets Guidelines for Providing Adequate Current Information, which are located on the Internet at www.otcmarkets.com; and (iv) have been posted in the Pink Sheets News Service.
Please be advised that OTC Markets, Inc. is entitled to rely on the Opinion in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act.
In rendering the Opinion, I have reviewed such corporate records and other documents as I deemed necessary regarding the filing of the Disclosure Documents as well as the filing of the Annual Report. In addition, I have made such investigations and have considered such questions of law as I deemed necessary and appropriate for the purpose of rendering this Opinion. In all such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies and the authenticity of all originals of such documents submitted as copies. Further, in all such examinations, I may have relied on information obtained from public officials, officers of the Issuer and other sources and represent that all such sources are believed to be reliable.
Gregory Smith is responsible for the preparation of the financial statement and notes thereto contained in the Annual Report and the Interim Financial Report on behalf of the Issuer (the “Financial Statements”). The Financial Statements are not audited. Gregory Smith is not admitted to the PCAOB. Mr. Smith’s qualifications arise from his prior experience in the preparation and presentation of financial statements. As a consultant, Chief Financial Officer, Page 3 Legal Opinion Star Entertainment Group, Inc.
and Director he has provided preparation and analysis of consolidated financial statements for both public and private companies for over 9 years.
The Issuer’s transfer agent (the “Transfer Agent”) is Pacific Stock Transfer Co., 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119. The Transfer Agent is registered with the Securities and Exchange Commission. All quotes of the Issuer’s Securities in the production were made by the undersigned from verbal communication with the Transfer Agent during the process of production, ensuring the most accurate and timely information.
The undersigned has personally met with and discussed with management and a majority of the Board of Directors the Disclosure Documents, Annual Report, and the Interim Financial Report, and has reviewed the information provided in the Annual Report, Interim Financial Report and Disclosure Documents, and has received management’s approval of the Opinion and all filings hereunder. Moreover, to the best of my knowledge, after inquiry of management and the members of the Board of Directors of the Issuer, neither the Issuer nor its Board of Directors nor any 5% or greater shareholder is currently under investigation by any Federal or State regulatory authority for any violations of Federal or State securities laws.
I am a resident of the State of California and admitted to practice law in the State of California. I have been retained by the Issuer for the purpose of rendering this Opinion and related matters. My relationship as counsel to the Issuer is solely as a law firm serving as securities counsel and retained solely for the purpose of reviewing the current information provided by the Issuer. I have never been prohibited from practicing before the Securities and Exchange Commission.
The opinions set forth herein are expressed as of the date hereof and remain valid so long as the documents, instruments, records and certificates I have examined and relied upon, as noted above, are unchanged and the assumptions I have made, as noted above, are valid. While this Opinion is intended exclusively for use by OTC Markets, Inc., the same is hereby granted full and complete rights and permission without any future request to publish this Opinion as part of “otcmarkets.com” for viewing by the public and regulatory agencies.
Sincerely,
/S/ Joseph Pittera
Joseph Pittera
Law Offices of Joseph L. Pittera 2214 Torrance Boulevard Suite 101 Torrance, California 90501 Telephone (310) 328-3588 Facsimile (310) 328-3063 E-mail: jpitteralaw@gmail.com
March 4, 2013
OTC Markets, Inc. 304 Hudson Street Second Floor New York, New York 10013
Re: Legal Opinion concerning Adequate Current Information of Health Sciences Group, Inc. (Symbol-HESG).
To Whom It May Concern:
I have been retained by Health Sciences Group, Inc. (hereinafter “Issuer” or “Company”), to render an opinion as to the Issuer’s compliance with the Guidelines for Disclosure of Adequate Current Information. The Firm is a United States citizen and has been retained for the sole purpose of reviewing the current information supplied by the Issuer. OTC Markets is entitled to rely on the current legal opinion in determining whether the Issuer has made adequate current information available within the meaning of Rule 144(c)(2) under the Securities Act of 1933.
ANALYSIS
In determining whether the Issuer has met its disclosure obligations with respect to adequate current information, counsel has reviewed a number of documents obtained from the Issuer for the purpose of rendering the within opinion, and the documents examined consist of:
(1) Issuer Disclosure Statement filed with the OTC Markets, Inc. on February 25, 2013 for the annual period ended December 31, 2012;
(2) The Annual Financial Report for the periods ended December 31, 2012, December 31, 2011, and December 31, 2010 filed with OTC Markets, Inc. on February 25, 2013;
(3) Articles of Incorporation filed with the OTC Markets, Inc. on February 25, 2013 and all subsequent changes to Articles of Incorporation of the Issuer from inception to the present;
(4) Minutes of the Board of Directors from inception to the present;
Page 2 Legal Opinion Health Sciences Group, Inc.
(5) Bylaws of the Issuer.
In addition, I have made such investigations and have considered such questions of law as I deemed necessary and appropriate for the purpose of rendering this Opinion. In all such examinations, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies and the authenticity of all originals of such documents submitted as copies. Further, in all such examinations, I may have relied on information obtained from public officials, officers of the Issuer and other sources and represent that all such sources are believed to be reliable.
This opinion opines that the Disclosure Documents as filed on February 25, 2013, and the Annual Financial Report filed February 25, 2013 for the annual periods ended December 31, 2012, December 31, 2011, and December 31, 2010, as filed: (i) constitute adequate current public information concerning the shares of common stock of the Issuer (the “Securities”) and the Issuer and is available within the meaning of Rule 144(c)(2) under the Securities Act; (ii) include all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the shares of common stock of the Corporation (the “Securities”), under Rule 15c2-11 of the Exchange Act; (iii) comply as to form with the Pink Sheets Guidelines for Providing Adequate Current Information, which are located on the Internet at www.otcmarkets.com; and (iv) have been posted in the OTC Sheets News Service.
Please be advised that OTC Markets, Inc. is entitled to rely on the Opinion in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act.
In rendering the Opinion, I have reviewed such corporate records and other documents as I deemed necessary regarding the filing of the Disclosure Documents as well as the filing of the Annual Report. In addition, I have made such investigations and have considered such questions of law as I deemed necessary and appropriate for the purpose of rendering this Opinion. In all such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies and the authenticity of all originals of such documents submitted as copies. Further, in all such examinations, I may have relied on information obtained from public officials, officers of the Issuer and other sources and represent that all such sources are believed to be reliable.
Nhue “Nick” Le is responsible for the preparation of the financial statement and notes thereto contained in the Annual and the Interim Financial Report on behalf of the Issuer (the “Financial Statements”). The Financial Statements are not audited. Nhue Le is not admitted to the PCAOB. Mr. Le’s qualifications result from his prior experience of working for Far East Page 3 Legal Opinion Health Sciences Group, Inc.
Bank for 4 years and he is currently employed as Vice Chairman/Deputy Director at Asian Commercial Bank JS Bank. Mr. Le has had extensive experience in the preparation, analysis, and presentation of financial statements as a result of his banking experience.
The Issuer’s transfer agent (the “Transfer Agent”) is Pacific Stock Transfer Co., 4045 S. Spencer Street, Suite 403, Las Vegas, Nevada 89119. The Transfer Agent is registered with the Securities and Exchange Commission. All quotes of the Issuer’s Securities in the production were made by the undersigned from verbal communication with the Transfer Agent during the process of production, ensuring the most accurate and timely information.
The undersigned has personally met with and discussed with management and a majority of the Board of Directors the Disclosure Documents, and the Annual Report, and has reviewed the information provided in the Annual Report and Disclosure Documents, and has received management’s approval of the Opinion and all filings hereunder. Moreover, to the best of my knowledge, after inquiry of management and the members of the Board of Directors of the Issuer, neither the Issuer nor its Board of Directors nor any 5% or greater shareholder is currently under investigation by any Federal or State regulatory authority for any violations of Federal or State securities laws.
The undersigned has made specific inquiry with regard to the shareholdings of all control persons and has specifically determined that (i) Nhue Le, (ii) with business address of 14331 Euclid Street, Suite 207, Garden Grove, California 92843, is the CEO and managing director of the Issuer, and (iii) does not currently own any shares of the Issuer, and therefore (iv) there are no issues of restriction on transferability, and (v) no issue of adequate consideration with respect to any such shares. Furthermore (i) Nguyen Q. Hung, (ii) with address of Nguyen Dunh Chinh Street, Ward 15, Phu Nhuan District, Saigon, Vietnam, does (iii) not currently own any shares of the Issuer, and therefore (iv) there are no issues of restriction on transferability, and (v) no issue of adequacy of consideration with respect to any such shares. The Issuer currently has no Promoters.
The undersigned has made specific inquiry of Nhue Le, and Nguyen Q. Hung, and persons engaged in promotional activities regarding the Issuer, and persons owning more than ten percent (10%) of the Securities (collectively, the “Insiders), and based upon such inquiries and other information available to counsel, any sales of the Securities by Insiders within the twelve-month period prior to the opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to the attention of counsel indicating that any of the Insiders is in possession of any material non-public 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.
I am a resident of the State of California and admitted to practice law in the State of California. I have been retained by the Issuer for the purpose of rendering this Opinion and Page 4 Legal Opinion Health Sciences Group, Inc.
related matters. My relationship as counsel to the Issuer is solely as a law firm serving as securities counsel and retained solely for the purpose of reviewing the current information provided by the Issuer. I have never been prohibited from practicing before the Securities and Exchange Commission.
The opinions set forth herein are expressed as of the date hereof and remain valid so long as the documents, instruments, records and certificates I have examined and relied upon, as noted above, are unchanged and the assumptions I have made, as noted above, are valid. While this Opinion is intended exclusively for use by OTC Markets, Inc., the same is hereby granted full and complete rights and permission without any future request to publish this Opinion as part of “otcmarkets.com” for viewing by the public and regulatory agencies.
Sincerely,
/S/ Joseph Pittera
Joseph Pittera
all of them are also using the same transfer agent...
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
