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Attorney Letter with Respect to Current Information - Attorney Letter with Respect to Current Information
https://www.otcmarkets.com/otcapi/company/financial-report/366526/content
April 24, 2023 OTC Markets, Inc. 300 Vesey Street 12th Floor New York, NY 10282 Re: GOLDEN STAR ENTERPRISES LTD. (GSPT) Dear Sir or Madam: I have been asked by Golden Star Enterprises Ltd. (the “Issuer”) to provide OTC Markets, Inc. a letter with respect to the information publicly disclosed by the Issuer and published in the OTC Disclosure and News Service. I understand that this letter will be posted by the Issuer and will be published, accompanying the Issuer’s disclosure, in the OTC Disclosure and News Service. OTC Markets, Inc. is entitled to rely on such letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933. I am a U.S. resident and have been retained by the Issuer for the purpose of rendering this letter and related matters. I am serving as disclosure counsel for the Issuer and have been retained also for the purpose of reviewing the current information supplied by the Issuer. I have examined such corporate records and other documents and such questions of law as I have considered necessary or appropriate for the purpose of rendering this letter. I am licensed to practice law in the state of PA, DE and NY. I am allowed to practice before the SEC and am not prohibited from practicing before it. This letter applies to the laws of the United States of America. As to matters of fact, I have relied on information obtained from public officials, officers of the Issuer and other sources and all such sources are believed to be reliable. I have reviewed all the documents provided to OTC Markets, Inc. by the Issuer in connection with the following reports, all posted to OTCMarkets.com: 2022 Annual Report (posted to OTCMarkets.com on April 21, 2023), 2021 Annual Report (posted to OTCMarkets.com on April 15, 2022), quarterly report for the quarters ended September 30, 2022, including amendment No. 1 to the September 30, 2022 quarterly report (both posted November 14, 2022), June 30, 2022 (posted August 15, 2022), and March 31, 2022 (posted May 21, 2022). The information referred to herein (i) constitutes “adequate current public information” concerning the Securities and the Issuer and “is available” within the meaning of Rule 144(c)(2) under the Securities Exchange Act; (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the securities under Rule 15c2-11 under the Securities Exchange Act of 1934; (iii) complies as to form with the Sheets Guidelines for Providing Adequate Current OTC Markets, Inc. April 24, 2023 Page 2 Information, which are located on the internet at www.otcmarkets.com; and (iv) will be posted in the OTC Disclosure and News Service. The person responsible for preparing the financial statement contained in the disclosure by the Issuer was Li Shen, Chartered Accountant for the Issuer, who is qualified to prepare such financial statements by virtue of professional experience and education. The financial statements have not been audited. The Issuer’s transfer agent is VStock Transfer LLC, Woodmere, NY (the “Agent”). The Agent is registered with the SEC. I have used the transfer agent’s records to confirm the number of issued and outstanding shares of the Issuer as set forth in the Disclosure Statement and Financial Statements. I have also reviewed the information published by Issuer on the OTC Disclosure and News Service and have personally met with and discussed the information with management and a majority of the directors of the Issuer via video conference, specifically, Louis Shefsky, President, Secretary, Treasurer and Director, and Eliav King, Chief Executive Officer and Director. I also note that Issuer is not currently a “shell company” as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. To the best of my knowledge, after inquiry of management and directors of the Issuer, neither the Issuer, any 5% shareholder, or any counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws. To the best of my knowledge, after inquiry of management and directors of the Issuer, neither the Issuer, any 5% shareholder, or any counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws. Neither I, nor Archer & Greiner, have received, or have an agreement to receive in the future, shares of the Issuer’s stock, in payment for services. Neither I, nor Archer & Greiner is currently, or has in the past five years, been the subject of an investigation, hearing, or proceeding by the SEC, the U.S. Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), or any other federal, state, or foreign regulatory agency. I am not currently, and have not been, at any time in the past five years, suspended or barred from practicing in any state or jurisdiction, nor been charged in a civil or criminal case. OTC Markets, Inc. April 24, 2023 Page 3 No person other than OTC Markets, Inc. is entitled to rely on this letter, however, OTC Markets, Inc. has full and completed permission and right to publish the letter in the OTC Disclosure and News Service for viewing by the public. Very truly yours, ALLEN C. TUCCI
Annual Report out, (NEW) AuroraView Enigmai (joint entity)
https://www.otcmarkets.com/otcapi/company/financial-report/365668/content
Effective January 12, 2023 the Company and Auroraview LLC (“Auroraview”), a creditor of Enigmai, entered into a binding term sheet whereunder Auroraview and the Company agree to form a new jointly controlled entity to be called AuroraView Enigmai whereunder Auroraview EV will offer the Enigmai Business Suite (“EBS”) globally. Auroraview will finance the ongoing development and offering of the EBS and the parties agree that all currently outstanding invoices and all future investments into Auroraview Enigmai shall have first priority for repayment from future revenues until paid in full following which the parties will split the net operating profits on a 50/50 basis. As of the date of this report Auroraview Enigmai has not yet been formed.
Request for Withdrawal of Registration Statement on Form S-1 Filed on September 15, 2022
Golden Star Enterprises Ltd.
Suite B, 2803 Philadelphia Pike
Claymont, DE 19703
April 14, 2023
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Edwin Kim
Re: Golden Star Enterprises Ltd.
Request for Withdrawal of Registration Statement on Form S-1
Filed on September 15, 2022
File No. 333-267442
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities Act”), Golden Star Enterprises Ltd., a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Registration Statement on Form S-1 (File No. 333-267442), together with all exhibits, as initially filed with the Commission on September 15, 2022 (collectively, “Registration Statement”), effective immediately or at the earliest practicable date hereafter.
The Company has determined not to proceed at this time with the registration of the securities proposed to be covered by the Registration Statement. The Registration Statement has not been declared effective and no Company securities have been issued, offered or sold pursuant to the Registration Statement. The Company is withdrawing the Registration Statement on grounds that the withdrawal of the Registration Statement is consistent with the public interest and protection of investors, as contemplated by paragraph (a) of Rule 477 of the Securities Act.
Additionally, the Company further requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statements be credited to the Company’s account to be offset against the filing fee for future use by the Company.
Should you have any questions regarding this request for withdrawal, or if you require any additional information, please contact William Macdonald of W.L. Macdonald Law Corporation by telephone at (604) 973-0579.
Golden Star Enterprises Ltd.
By: /s/ Eliav Kling
Name: Eliav Kling
Title: Chief Executive Officer
Cc: William Macdonald, W.L. Macdonald Law Corporation
The CANCELLED FORM S-1 was
Cancelled: Approximate date of commencement sales to the public: As soon as practicable after the effective date of this Registration Statement and from time to time after this registration statement has become effective.
CANCELLED: SUBJECT TO COMPLETION DATED SEPTEMBER 15, 2022
PRELIMIARY PROSPECTUS
Golden Star Enterprises Ltd.
CANCELLED!
Selling Shareholders
CANCELLED: 40,000,000 Shares of Common Stock Pursuant to an Equity Purchase Agreement (MHLFP EPA)
CANCELLED: 29,000,000 Shares of Common Stock Pursuant to the Exercise of Common Stock Purchase CANCELLED: Warrants (MHLFP SPA Warrant Shares and MHLFP EPA Warrant Shares)
CANCELLED: 37,000,000 Shares of Common Stock Pursuant to a Promissory Note (MHLFP Note Shares)
CANCELLED: 4,920,000 Shares of Common Stock Pursuant to a Securities Purchase Agreement (MHLFP Commitment Shares)
CANCELLED: 7,500,000 Shares of Common Stock Pursuant to a Consulting Agreement (Beyond Shares)
118,420,000 Shares of Common Stock
CANCELLED: Equity Purchase Agreement
CANCELLED: On May 27, 2022, we entered into a Equity Purchase Agreement (“MHLFP EPA”) with Mast Hill Fund, LP (“MHFLP”, or a “Selling Stockholder”), pursuant to which, upon the terms and subject to the conditions thereof, MHFLP is committed to purchase, on an unconditional basis, shares of our common stock (the “Put Shares”) at an aggregate price of up to $5,000,000 (the “Maximum Commitment Amount”) over the course of its term. The term of the Equity Purchase Agreement will end on the earlier of (i) the date on which such Selling Stockholder has purchased Common Stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) two years from the date this Registration Statement is deemed effective, or (iii) written notice of termination by us.
GSPT Golden Star Enterprises Ltd files NT 10-K
Reason:
The time involved in preparing the required report has exceeded the available man hours in the period alloted to prepare the report for a timely filing due to the additional time to close the reporting period by multiple accounting staff members and third party accountants.
The Company is working to complete the report as quickly as possible and expects to file no later than April 15, 2023.
Another reason may be on March 2, 2023 Golden Star Enterprises Ltd announced a definitive agreement for the acquisition of Super Fresh Foods USA.
What do you see on the ASK?
.01 28.7k
.01 25k
Is there any for less than them on the ASK?
Is that what you see?
In this case there are 53,700 on the ASK .01
Sometimes i would put an order in to buy 153,700 @ the ASK @ .01 as an example just to pick up any cheaper hidden below the ASK
Which i have done many times.
Sometimes i will sit on the BID to try to buy cheaper.
ok. Just seeing some bigger blocks on the ask
Unofficial News https://superfreshfoods.ca/stock-information/
Golden Star Enterprises purchase of Super Fresh Foods appears to be Complete.
Super Fresh Foods has revenues, which is great for GSPT
News has not been updated on https://www.goldenstarenterprisesltd.com/ yet.
Do you mean that someone was offering to buy @ .0061 and the only way to get the BID to raise is to jump in and support the stock we own and offer more. So I decided to jump in front and offered to buy @ .0062 and I bought the shares? But yes shares where bought today between .00845 which could be a market maker which may have sold them for .009-.0093
Then trades sold for .01-.0108,
Do you have level 2? Want to see what Market makers are bid/ask at.
Up 54% on tiny volume
They have revenues.
New ticker same scam. Did the same thing with MRPI
Patrick Smyth is a Corporate Advisor for All Your Foods USA Inc. and Super Fresh Foods Corp. (OTC: GSPT) food production and delivery companies utilizing a propriety software that has the operational infrastructure, logistics management and delivery-based capabilities to produce meals across North America. The company’s software tracks meals from ordering, ingredient acquisition, meal preparation, delivery, and payment.
https://ca.linkedin.com/in/patricklwsmyth
$GSPT https://walletinvestor.com/stock-forecast/gspt-stock-prediction
Historical data:
Market Cap (Previous Close): 1.98 M
Price in USD (Previous Close): 0.0145
Share Volume (Previous Close): 536,155
Price in USD (Last): 0.0145
90-Day Moving Average: 0.01000
52week High: 0.065
52week Low: 0.006
50 Day Moving Average: 0.0102
200 Day Moving Average: 0.0124
Forecast data:
52 Week High: 0.3017
45-Day Moving Average: 0.121
90-Day Moving Average: 0.128
Golden Star Enterprises Ltd (GSPT) Forecast Chart, Long-Term Predictions for Next Months and Year: 2023, 2024
The chart has it hitting just over 30 cents
Positive Trend:
April .16 x .188
July .258 x .3017
Is is correct? Most likely no, but it is nice holding a position in GSPT
0.014 USD
+0.0037 (34.88%)today
Volume 156,656
Avg. Volume 64,419
$GSPT historical prices:
Date Open High Low Close Volume
Aug 02, 2021 1.1100 1.4900 1.0100 1.3900 5,438
Jul 30, 2021 1.4200 1.5600 1.4000 1.4000 11,181
Jul 29, 2021 1.5600 1.6000 0.5150 1.5600 81,505
Jul 28, 2021 1.5100 1.5600 1.5100 1.5600 55,202
Jul 27, 2021 1.5100 1.5100 1.1000 1.5100 25,680
Jul 26, 2021 1.4000 1.5000 1.4000 1.5000 22,859
Jul 23, 2021 1.3900 1.4200 1.2500 1.4200 11,613
Jul 22, 2021 1.3800 1.3800 1.3500 1.3800 18,827
Jul 21, 2021 1.3800 1.3800 1.1400 1.3400 15,807
Jul 20, 2021 1.3800 1.3800 1.1000 1.3600 23,768
Jul 19, 2021 1.4600 1.4600 1.0900 1.3100 12,766
Jul 16, 2021 1.1800 1.4500 1.1800 1.4500 19,504
Jul 15, 2021 1.2600 1.5300 1.0900 1.5300 38,575
Jul 14, 2021 1.5100 1.5300 1.0600 1.5000 41,565
Jul 13, 2021 1.9100 1.9100 1.0100 1.5000 10,698
Jul 12, 2021 1.3200 1.5000 0.3000 1.5000 48,970
Jul 09, 2021 1.3700 1.4300 1.2500 1.4200 114,703
Jul 08, 2021 1.2300 1.3700 1.2250 1.3700 91,508
Jul 07, 2021 1.2200 1.2700 1.2000 1.2570 101,578
Feb 25, 2021 0.0400 0.0400 0.0400 0.0400 100
Feb 18, 2021 0.0800 0.0800 0.0800 0.0800 10,000
Past results are no prediction of future prices but it is nice to think about a run again.
GSPT 3/1/21 was 4cents shot up 7/5/21 $1.15x$1.43 held up 8/2/21 $1.01x$1.54
This would be awesome for $GSPT to take off again.
This Super Acquisition and the people connected with this company could put $GSPT on track to an upward direction.
I would love to see $GSPT back over a $1 again but lets get back to 4 cents and repeat than 2021 run all over again.
I was totally surprised to see this news today.
Mark Wright, B.Sc., MBA Director
Mr. Wright is seasoned business professional with the ability and passion to take start ups and catapult them to the next level. Trained as a research chemist & process engineer with experience in heavy industry, metal purification and extraction, he is currently VP Operations & New Projects.
at Inca One Gold Corp. (TSXV: INCA, OTCQB: INCAF) is a Canadian-based mineral resource company and mineral processing company. Mr Wright has Fast Moving Consumer Goods sector expertise in product research & development, production, logistics and distribution. He has been a consultant for KMPG and has held management positions with Loomis (STO: LOOMIS) & DHL. (ETR: DPW)
Mr. Wright has worked as an advisor to All Your Meals and to All Your Foods helping develop operational and marketing tactics.
$GSPT more info on Benny talking about KISS
Super Fresh All Your Meals brand
https://superfreshfoods.ca/
https://superfreshfoods.ca/about/team/
https://www.allyourfoods.com/
Partnership with All Your Foods https://allyourmeals.com/
Benny Doro, CEO of Super Fresh Foods.
https://bennydoro.com/musician/biografy/
Benny is on youtube starts 10:27 into video
Here is some research $GSPT Acquisition of Super Fresh Foods USA
a U.S.-based food-tech company specializing in meal-subscription operations.
10120 W Flamingo Rd, Ste 4-1130, Las Vegas NV 89147
Phone 702-529-4654
Email hello@superfreshfoods.ca
Providing busy people high quality meals at a fraction of the price of restaurants, management is confident that Super Fresh Foods will bring immediate positive benefits to Golden Star Enterprises.
The Super Fresh collection of proprietary, chef developed recipes for finished meals are prepared daily and shipped directly to clients, providing easy to reheat, healthy and fresh meal solutions.
Super Fresh All Your Meals brand
https://superfreshfoods.ca/
https://superfreshfoods.ca/about/team/
https://www.allyourfoods.com/
Partnership with All Your Foods https://allyourmeals.com/
Super Fresh is excited to bring added value to our client base as we plan for expansion while providing immediate impact to the Golden Star consolidated operations for their existing shareholders. We are looking forward to growing our brand and expanding into new territories and services in fiscal 2023,” added Benny Doro, CEO of Super Fresh Foods.
Super Fresh Foods operates through a partnership with All Your Foods to deliver meals under its “All Your Meals” brand. All Your Meals is for people who want to eat healthy food without sacrificing taste and without the hassle of preparing every meal at home. Using proprietary Super Fresh recipes, the All Your Foods kitchen delivers our delicious meals for clients to heat and eat, without sacrificing the freshness or flavor we expect from a home cooked meal.
Mr. Doro has 30 over years of financial and operational experience developing start-ups and building successful globally-known brands. As the founder and President of All Your Foods Inc., he is the driving force in the operational success and growth of the company, both organically and through profitable acquisitions. He was previously a partner in New York based MarketView Financial Group, Inc., a private investment banking firm, where he was part of the team that raised over $500 million in equity financing.
Mr. Doro was the founder of an electronic transaction processor Universal Vision Group, and provider of online payment solutions working closely with major banks and industry partners. Previously, Mr. Doro built an advertising agency and managed multiple clients including Madonna, Van Halen, U2, KISS, David Lee Roth, Britney Spears, Jessica Simpson, Sony, Lotus Communications, Warner Bros. and endorsement contracts with the likes of Larry Holmes, Fuzzy Zoeller and Rodney Dangerfield.
Mr. Doro founded and operated Van Halen online radio, a decade before Sirius XM was born. His vision of the possibilities has paved the way ecommerce has become. By 2001, Mr. Doro’s company became the largest digital advertising company in the online gaming industry with over 65 clients and sold the profitable firm to a publicly traded company.
From 1985 to 2000, Mr. Doro performed in and managed a Rock and Roll band under the tutelage of Paul Stanley from KISS, which saw him performing in venues world-wide, while providing him with priceless insight into the entertainment and music industries
Enigmai - not sure. Good question.
I didn’t expect news out this morning.
Any news is good news.
Now we know management is working as a holding company and expanding on acquisitions.
I wonder how the Enigmai holdings are doing with its expansion?
Golden Star Enterprises Announces Acquisition of Super Fresh Foods USA
Claymont, DE , March 02, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- Golden Star Enterprises Ltd. (OTCPink: GSPT)(the “Company”) is pleased to announce that we have entered into a definitive agreement for the acquisition of Super Fresh Foods USA ("Super Fresh"), a U.S.-based food-tech company established in 2022, specializing in meal-subscription operations. Following the closing of the transaction, Super Fresh shall operate as a 100% owned subsidiary of the Company. In return, the Super Fresh shareholders will be issued a total of 84,000,000 new shares. The Company will also add two new members, that will be nominated by Super Fresh, to its existing board of directors.
“Super Fresh Foods is a welcome addition to our Company’s portfolio. With a proven track record in fiscal 2022 providing busy people high quality meals at a fraction of the price of restaurants, management is confident that Super Fresh Foods will bring immediate positive benefits to Golden Star Enterprises,” commented Eliav Kling, CEO of Golden Star Enterprises Ltd.
Super Fresh provides people healthy, ready to eat meals under their “All Your Meals” brand, without sacrificing taste and alleviating the need to cook at home. Through a partnership with All Your Foods and their Vancouver, British Columbia based kitchen, the Super Fresh collection of proprietary, chef developed recipes for finished meals are prepared daily and shipped directly to clients, providing easy to reheat, healthy and fresh meal solutions.
“We are very excited to join the Golden Star team, bringing added value to our client base as we plan for expansion while providing immediate impact to the Golden Star consolidated operations for their existing shareholders. We are looking forward to growing our brand and expanding into new territories and services in fiscal 2023,” added Benny Doro, CEO of Super Fresh Foods.
About Super Fresh Foods
Super Fresh Foods was established in 2022 and operates through a partnership with All Your Foods in the Vancouver, British Columbia metropolitan area to deliver meals under its “All Your Meals” brand. All Your Meals is for people who want to eat healthy food without sacrificing taste and without the hassle of preparing every meal at home. Using proprietary Super Fresh recipes, the All Your Foods kitchen delivers our delicious meals for clients to heat and eat, without sacrificing the freshness or flavor we expect from a home cooked meal.
https://finance.yahoo.com/news/golden-star-enterprises-announces-acquisition-133000423.html
I added to the board the research i found on $GSPT
Some of it was me buying but i didn't buy all of it, LOL.
Just watching this volume.
Volume 1,775,200
Avg. Volume 27,054
Nice volume today.
Todays volumes shows shares being acquired.
If volume was selling the BID price would have fallen. The last trade was for 100 shares.
List Of Market Maker Signals
1. 100 - I need Shares.
2. 200 - I need Shares badly but do not take the stock down.
3. 300 - Take (or I am taking) the stock down at least 30% so I can load shares.
4. 400 - Keep trading it sideways.
5. 500 - Gap the stock. Gap can be up or down, depending on direction of 500 signal.
6. 505 - I am short on shares
7. 600 - Apply resistance at the ASK to keep the price from increasing.
8. 700 - Move the price up.
9. 777 - Also recognized as a signal to move the price up.
10. 800 - Prepare for an increase in trading volume.
11. 900 - Allow the stock to float and trade freely.
12. 911 - Pending News/Press Release On The Way
13. 1000 - Don't let it run
14. 2100 - Let it run
Stock GSPT Float 30,201,120
Outstanding Shares 136,523,404
Enigmai Competition and Market Position
The market for our products is competitive, and we expect that competition will continue to intensify as the WFM markets evolve and potentially consolidate.
Competitors:
Kronos & Ultimate Software, now called UKG or Ultimate Kronos Group. Owned by Hellman & Friedman and Blackstone Inc.
ADP Automatic Data Processing, Inc. stock ticker ADP trading about $219.82
Workday stock ticker WDAY trading about $185.47
SAP stock ticker SAP trading about $113.82
Oracle stock ticker ORCL trading about $87.40
Source for top 5 competitors: https://www.appsruntheworld.com/top-10-workforce-management-vendors-market-forecast-and-customer-wins
According to Grand View Research, in terms of market concentration, the workforce management software market is more fragmented than consolidated. Although there are corporations like IBM and SAP which are present in the industry, it’s evident that there is space for competitors like Enigmai to seize the opportunity to be innovative and establish themselves alongside these large companies.
Other Competitors:
Paylocity stock ticker PCTY trading about $192.61
Paychex stock ticker PAYX trading about $110.40
BambooHR Acquired by Welcome, private company.
Paycom Software stock ticker PAYC trading about $289.06
TCP Humanity Scheduling Acquired by TCP, private company.
Hireology, private company.
Source: https://www.g2.com/products/enigmai/competitors/alternatives
We have developed an advanced workforce management system for scheduled environments which we currently market in Israel and plan to market in the U.S. and globally.
Enigamai Targeted Markets
The Company recognizes that their major market is call and contact service centers in the global marketplace. With demonstrated proof of concept in Israel, now that Enigmai has been purchased by a US-based parent company and has secured a strategic partnership with AuroraView, the focus is continued business development in the Israeli market, and a plan to expand into the North American marketplace focusing on contact centers with 250 or more seats.
Why Scott? Do you have a clue? This has been with no news in a long time.
It has for the most part very little willing bargain sellers.
I already own GSPT and have averaged down.
Bought 13327 shares in January 2022 for .091 and sold for .1015 four days later.
Bought 20000 shares 3/14/22 for .055
Bought 11995 shares 3/17/22 for .049
Bought 5000 shares 1/9/23 for .008
Bought 24100 shares 2/14/23 .01
Been trying to buy cheap while waiting for this sleeper to run.
The only way to get any amount of shares in this stock is to hit the ASK.
Sure you can put in to buy at the BID but the MM may sell you only 100 or 200 shares and you are screwed paying more in commissions.
Looking back at the 3 year chart the high was $1.91 and that was from 0.11 to $1.91!
Any kind of a merger or buyout on this low float 30,201,120 share float could send it moving.
Company website says they are searching for Acquisitions
https://www.goldenstarenterprisesltd.com/
Anyone thinking of buying this only invest what you can afford to let sit because they have not released any news since 2/8/2022
Like any other penny stock, GSPT comes with risks and uncertainty so don't buy because I own it or anyone else that owns it. This is not investment advice.
P.S. This stock GPST is not listed nor talked about on Stocktwits
This shell has value. They are keeping up with their filings
Two of Enigmai’s largest clients include:
·
Isracard - among the largest Credit Card companies in Israel branded by Mastercard (500 seats)
·
Clal - One of the largest Insurance companies in Israel (700 seats)
Intellectual Property
Our software and most of the underlying technologies are built using a client-server architecture. Our proprietary algorithms (which is the most sensitive part of the software) are stored separately and only accessible by select team members. We rely on a combination of code segregation, individual access management, copyright, trademark laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary intellectual property rights.
Customers license the right to use our software products on a non-exclusive basis.
While we believe that our intellectual property as a whole is valuable and our ability to maintain and protect our intellectual property rights is important to our success, we also believe that our business as a whole is not materially dependent on any particular trademark, license, or other intellectual property right.
Software Development
We design, develop, test, market, license, and support new software products and enhancements of current products. We continuously monitor our software products and enhancements to remain compatible with standard platforms and file formats.
Government Regulation
We do not believe that we are subject to any governmental regulations or approval requirements affecting our products or services. Complying with the regulations and requirements applicable to our business does not entail a significant cost or burden. We believe that we are in compliance in all material respects with all applicable governmental regulations.
Human Resources
As of June 30, 2022 we have one employee and have consulting agreements with two of our officers. Enigmai has signed an agreement with Aurora View to provide support service for existing clients and software development services. The size of the team is adjusted based on the project we are working on and the work load
Personal relationships with our existing customers are an important part of our business, and our customers have come to rely on the personal service and knowledge of our workforce across all functional areas. When selecting talent, we consider education, experience, diversity, and the likelihood that a candidate will espouse our values of integrity, collaboration, dedication, creativity, and superior customer service.
We are committed to fostering a diverse and inclusive workforce that attracts and retains exceptional talent. In addition, we pride ourselves on an open culture that respects co-workers, values employees’ health and well-being and fosters professional development.
DESCRIPTION OF PROPERTY
The Company’s corporate office is at 2803 Philadelphia Pike, Suite B #565, Claymont, DE 19703, which space is provided free of charge by one of our officers for executive management. Our subsidiary, Enigmai Ltd. occupies shared office facilities 156 Menachem Begin Rd., H Tower recital, 18th Floor, Tel Aviv, Israel, which is provided free of charge by the Company’s legal counsel.
Additional space is expected to be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We currently do not own any real property.
45
The market for our products is competitive, and we expect that competition will continue to intensify as the WFM markets evolve and potentially consolidate. We believe that the trend toward electronic WFM by the use of mobile technology, and particularly cloud solutions, was accelerated by the COVID-19 pandemic.
We believe the primary competitors of our WFM the following Top 5 Competitors - Major WFM Vendors
The information below on market size/share is from 2019 but the article was published Feb. 2021 & the competitors are listed in order of market share,
Kronos is the #1 provider for WFM applications - https://www.appsruntheworld.com/top-10-workforce-management-vendors-market-forecast-and-customer-wins
1.
Kronos & Ultimate Software (the 2 companies merged, now called UKG or Ultimate Kronos Group, before Ultimate Software the 2nd most popular behind Kronos)
1.
primarily targets small/midsize businesses and specific industries like education - https://www.kronosglobal.de/resource/download/1270, market share of 18.2% in 2019
·
Regarding Kronos software
·
“Training required to effectively use the applications...business owners must allow supervisory staff the time to learn the program or hire” outside help to “provide in-service training”
·
Search and research options available as part of the Kronos programs can be overwhelming and the information produced creates a essentially a “potential data minefield for staff investigating narrow questions.” - https://smallbusiness.chron.com/pros-cons-kronos-39358.html
·
Regarding UKG Pro
·
Customer service and interface are lacking
·
No Personal Time Off (PTO) calendar
·
Menu is difficult to navigate - https://www.capterra.com/p/480/UKG-Pro/reviews/
2.
ADP (US)
·
Reporting isn’t user friendly, especially if not tech savvy
·
Poor customer service, the wait for help with the reporting team is long and sales reps. don’t always follow up - https://www.trustradius.com/products/adp-workforce-now/reviews?qs=pros-and-cons
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Table of Contents
3.
Workday
·
Needs more integration
·
Search tool needs improvement
·
The time off balance can be unclear
·
The system can’t handle multiple transactions with the same effective date - https://www.trustradius.com/products/workday-hcm/reviews?qs=pros-and-cons
4.
SAP
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System is complex, makes it difficult to understand all of the functionalities
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System slows down if multiple data configuration are active
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Customer Service lacks full understanding of the software’s functionalities - https://www.trustradius.com/products/sap-successfactors/reviews?qs=pros-and-cons
5.
Oracle (US)
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80% of users mention that navigating the system is tedious
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“suffers from glitches..combined with poor navigation slows work down and impacts productivity”
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“Infrequent updates and an outdated UI further decrease efficiency”
You may find this info at - https://www.selecthub.com/workforce-management-software/oracle-workforce-management
Our Source for top 5 competitors: https://www.appsruntheworld.com/top-10-workforce-management-vendors-market-forecast-and-customer-wins
According to Grand View Research, in terms of market concentration, the workforce management software market is more fragmented than consolidated. Although there are corporations like IBM and SAP which are present in the industry, it’s evident that there is space for competitors like Enigmai to seize the opportunity to be innovative and establish themselves alongside these large companies.
The Company recognizes that their major market is call and contact service centers in the global marketplace. With demonstrated proof of concept in Israel, now that Enigmai has been purchased by a US-based parent company and has secured a strategic partnership with AuroraView, the focus for the next two years is continued business development in the Israeli market, and a plan to expand into the North American marketplace focusing on contact centers with 250 or more seats.
Israel Market
A working business development model is already in operation in Israel, with that process remaining undisturbed.
Isracard, a Mastercard product, utilizes EBS software, lending credibility and proof of concept, particularly in the heavily regulated BFSI vertical market.
The country is prominent among the developing nations in high technology industries. The scarce natural resources and the high education level of the people were instrumental in the country getting a prominent role in high technology domains. The country, known as the second Silicon Valley, has achieved enviable success in the research and development of hi-tech industries like software, communication, and life sciences.
The stiff challenges that the country faces from scarce natural resources like water, cultivable land, and rainfall compelled them to go for high technology industries and to depend on exports and outsourcing jobs. Israel has carved a niche in providing total solutions to a variety of agricultural and industrial needs of various countries the world over.
The call center jobs in Israel have emerged as one of the potential foreign exchange earning industries. The annual growth rate of the call center industry in the country is more than 20% per annum according to the Israeli News Agency 2019 report on calls centers.
The country known for its quality and commitment to providing services is distinct from the other outsourcing destinations of Europe, North America, and Asia. The highly motivated, educated, and quality-conscious labor force is the major reason for its success in the outsourcing industry. The country provides a total solution for the call center and customer service center covering a large gamut of operations right from call center service to database management.
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There is no doubt that Tel Aviv and Jerusalem are the optimal places for American and European companies to outsource their work. It is a scenario that takes place every day in the United States. A consumer needs a service center and calls the toll-free number. They are greeted by a friendly informative call center worker speaking in fluent, unaccented English.
According to Statistica Reports Apr. 2021 call centers in Israel in 2018 accounted for approximately $284 million in annual revenues and that number is growing at 20% per annum which is consistent with the Israel News report. Thus, it is estimated that sales in call centers in Israel in 2021 would be $495 million.
North America and the USA
Those 2,905 large-sized contact centers in the US represent 1,575,000 worker seats. Capturing even a small segment of this market will be a profitable endeavor for Enigmai.
Integrator contact centers, or those that sell outsourced call center seats to end-user clients, represent a unique niche we’d like to pursue due to relative ease of scaling in the new-to-us North American market. No fewer than 30% of all US contact centers represent outsourced activity, demonstrating an abundance of prospects. Further, nearly one in ten contact centers are still using either pen and paper or whiteboards to schedule staff. 33% of the call centers are generating revenue of less than 500 million dollars, while the five largest call centers in the US employ 40,000-47,000 employees each.
America’s largest companies are racing to overhaul customer service operations that are ill-equipped to convert employees to a work-from-home (WFH) environment amid the pandemic.
Many customers who call the hotlines of airlines, retailers, and financial services firms, among others, encounter hours-long wait times, hearing recorded messages saying help is currently unavailable. In one example, American Express’s Platinum Concierge feature has experienced previously unheard of wait times and service failures in summer 2021, antithetical to their full-service platform advertised by the brand. Some companies including AmEx ask that customers manage their issues online or suggest that they hold off on seeking assistance altogether, leading to decreased customer satisfaction.
Companies trying to convert employees to WFH, both in the U.S. and abroad, must determine ways to ensure security of networks and phone lines in an age where cybersecurity is essential. Some of the most-needed services, such as banking and healthcare, involve especially sensitive information that is protected by law.
Businesses are scrambling for temp workers and using bots to help filter callers who need a live person from those who can be helped in other ways, exposing parent companies to untold risk that Enigmai’s EBS software mitigates.
“At every company…all the call-center folks are getting an email from the CEO saying, ‘What’s the plan if I have to vacate’” workers from the office, said Pat Gibbons, marketing chief for customer-service consulting firm Walker Information Inc. Mr. Gibbons said he had stopped taking on new clients to free up resources for existing ones.
Due to the pandemic, opportunities in the US and North American markets have never been better. So far, human contact is in short supply. The login page of American Express Co. is topped with a message, in red letters, warning of long wait times and encouraging people to “use our digital tools. “British Airways’ customer-service line to manage flight reservations has played a message to call back later or visit the company’s website. At the height of the pandemic in 2020, the toll-free number for Procter & Gamble Co.’s Charmin brand toilet paper tells people looking for bathroom tissue that the company is working “as fast as humanly possible” to supply retailers and ends with, “We hope you are able to find it in stores soon,” before disconnecting.
“You have these big rooms with 1,000 people sitting a foot and a half from each other, and the moment something like [Covid-19] pops out, you’ve got to thin them out,” said Rick Bloom, CEO of Support.com, a Sunnyvale, Calif., firm that provides customer-service software and staff for companies who outsource and is hiring hundreds of workers to keep up with demand. The challenges in monitoring a haphazardly converted workforce to a WFH environment provides challenges that our EBS software can solve.
Internet providers face an influx of demand as American workers and school children shift to working and learning online, respectively. Airlines, which are sustaining losses as flights are grounded worldwide, are being inundated with calls from customers needing flight changes, refunds, or help getting home, indicating immense growth in call center seats, and demonstrating increased opportunities to offer EBS software to companies that are seeking solutions.
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Javon Johnson, a professor at the University of Nevada, Las Vegas, recently drove to the airport to speak to a United Airlines Holdings Inc.’s customer-service agent in person after efforts to recover $2,000 spent on canceled flights proved fruitless.
Companies that equip call centers with technical infrastructure and cloud services say the deluge of calls to consumer-facing businesses began with travelers and has shifted to consumers calling makers of in-demand products such as toilet paper and diapers, investors calling financial institutions, and patients calling health systems and insurers, among others.
In many ways, this search for inexpensive overseas labor has backfired on companies. While outsourcing contact centers overseas for less expensive labor has been a trend in recent decades, Enigmai doesn’t see this as a threat, as customer demand in recent years for native English speakers is forcing US companies to bring their outsourced call centers back onshore stateside.
Recently, customers have made more and more frequent complaints about overseas call centers being inadequate. Not only have customers complained directly to companies, but they have also posted public criticism on social media.
Recently, Ohio Senator Brown decided that enough is enough. He and several other Midwestern senators are fighting to keep call center jobs in the US. Senator Brown introduced a bill that would make companies give callers the option to request to speak with a native speaker in the United States. He feels this will help keep jobs in America and give customers the quality call center service they want. This translates into increased business development opportunities for Enigmai.
Call centers are slowly coming back to US soils, much to the delight of consumers. For instance, many upstart call centers only hire American workers. With advancements in technology and increased efficiency, the cost differential between operating out of the US and operating overseas is no longer as large as it once was. This is allowing companies to bring their centers back to the US. Considering the Pandemic will now allow employees to work from home, call centers are becoming an attractive alternative from commuting for 1-2 hours for an 8-hour shift.
Our Marketing Plan and Sales Strategy
Business development strategies in Israel have been effective, with strong leads for potential clients. Revenue from this market will support ongoing operations during ramp-up in the North American market. The Israeli marketing strategy has proven effective, and will continue in the background during this expansion. The marketing plan is focused on our entry into the United States via our strategic US partner, AuroraView.
Strategic Partnership
AuroraView (AV) is a Redmond, WA-based IT consulting and implementation provider with a wealth of experience providing support and onboarding software solutions for contact center clients.
Enigmai has entered into a collaborative agreement with AV in which AV implements and supports our EBS WFM software to end-user clients for a pass-through fee.
AV has a business development mechanism and key sales personnel in place to bring clients to us. In return, AV collects implementation and IT support revenue, as well as revenue-sharing on our recurring revenue model. After deducting AV’s service cost, service profit will be split between AV and Enigmai. Where AV brings the client, they will further receive 35% of the client licensing fee.
Our first strategy is to collaborate with AV sales personnel to target particular contact centers with 250+ seats that currently do not have WFM software, or are dissatisfied with their current provider. We are seeking enterprise clients that will give us credibility in the new market, as well as integrator companies that have a larger reach. Potential year one targets include:
Progressive Insurance Contact Center | Austin, TX | 2,000 seats
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T-Mobile Contact Center | Albuquerque, NM | 1,529 seats
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Call Center Management (integrator) | Culver City, CA | 850 seats
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CallZilla (integrator) | Miramar, FL | 300 seats
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ONVAIO | Mountain View, CA | estimated 300 seats
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Call Centers 24x7 | Port Angeles, CA | 260 seats
There are two types of call center operations being targeted above: enterprise companies, which have their own in-house call centers; and integrator companies, who operate their own call center services for any number of companies who prefer to outsource their call center operations rather than run them in-house. The integrator companies have a distinct advantage for Enigmai in that no matter how many companies and employees said integrator company contracts with, Enigmai only has to engage with the integrator and not each of the integrator’s clients. This can significantly increase the number of licenses that can be issued simultaneously compared to a single call center operation.
US Sales Professional
In the third and fourth quarters of 2022, we plan to aggressively recruit a business development professional with deep connections in the industry.
The largest proliferation of call centers is concentrated in Texas (710 as of 2018), with Florida a close second with 637 centers. Georgia has 352 centers. it makes strategic sense to have our sales professional based in one of these three states, though that is not a firm requirement.
Our business development professional will be the US face of our company and we will promote him/her as an industry authority by ghostwriting articles and creating video content for our blog that he will post on LinkedIn to be seen as an industry authority, further promoting our brand to industry insiders. Via established relationships and strategic networking, our sales professional will uncover prospects’ pain points in order to provide them with solutions inherent in our EBS software.
Industry Association – NACC
In fiscal 2022 we plan to join the National Association of Call Centers, or NACC, an industry-specific group with call center and vendor members.
A corporate sponsorship costs $8,750 annually. With 8,000 contact center professionals from analyst to executive to CEO/president, we plan to invest in membership and advertising opportunities, as well as attending regional and national conferences once they return to in-person meetings and our salesman has been recruited.
NACC will be a crucial element of brand awareness as we enter the US market. Over 5,300 of 8,000 total NACC members are connected to call centers with 250 or more seats, so advertising to this group will be a most concentrated effort. Email blasts to members costs $3,300. At $1,100 a monthly newsletter banner can link back to our website as a call to action. We can also supersize our advertising by adding an informative article along with banner for $2,200 more per issue. There is an option to sponsor NACC research for $12,500, though this is not on the immediate horizon. Another opportunity may be to provide a member webinar hosted by NACC executive director containing content we provide, at a cost of $12,500 per webinar with NACC marketing support.
Web Presence
An overhaul of the Enigmai website is underway, slated to be completed by the fourth quarter of fiscal 2022. While our new website will be optimized for search, we don’t anticipate driving new business by Google search or social media. Our social media and web presence will merely be landing spots for our prospects to do more homework after our sales professional is hired and NACC advertising is underway.
Potential Media Advertisement
After hiring our US business development professional, there is the potential to advertise to our ideal clients via their potential media channels, with our first two targets as the NPR station and sports talk radio local to our salesman’s first prospect city. These advertisements can be pricey depending on market, time of ad placement and the number of spots (range of $3,000 to $20,000 per quarter.) If this tactic is implemented, we will A|B test both stations for results. This less direct form of advertisement is intended to supplement an aggressive prospecting strategy to be implemented by our new recruit.
Enigmai helps organizations implement their vision, integrating with existing systems and software by offering a visible, detailed, aware organizational system, which considers all relevant factors and provides a service appreciated by both managers and employees. The Enigmai solution for workforce management software in scheduled environments contains the following features:
·
3rd Party Integration Connects with 3rd party systems and aggregates the data.
·
KPI (Key Performance Indicator) Produces the KPI for employees and uses it to schedule based on employee performance.
·
Scheduling Our unmatched, state-of-the-art automatic scheduling algorithms compute an enormous amount of parameters to deliver the best possible schedule to your business.
·
Break Management Allows you to implement break management policies and allows the employees to connect and choose their breaks as they work in real time.
·
Status Management Shows live statuses of employees, allowing you to track performance closely.
·
SLA (Service Level Agreement) Keeps track of SLAs and ensures the agreements are met.
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The Enigmai Business Suite (“EBS”) software is a fixed fee software – every client receives the same version. Customers pay a one-time fee for the Enigmai Business Suite software, and 12% annually for maintenance and support. Updates and new versions are included and we charge a small one time set up fee.
Enigmai’s EBS software is built using Client-Server architecture. The Client is the software component responsible for the user interface and is accessible by the system users. The software was originally developed in 2010 using the latest available technology at that time. Over the years, new technologies have evolved and become the industry standard. Although the current software suite in use by existing customers performs seamlessly, Enigmai has opted to invest in enhancing the software suite, upgrading the Client interface to enhance functionality for existing customers while offering the latest technology to new customer accounts. The development project started in the summer of 2021 and involved a team of programmers, a quality assurance team, and a project management team. The development was completed and the Enigmai team has also completed the User Acceptance Tests (“UAT”) and is expecting to install the software during September 2022 at our first client’s facility..
During this phase, the WFM software will go under rigorous testing to ensure that the new Client interface development is complete and that it meets the expected performance protocols. After the UAT phase is complete, the Enigmai team will install the upgraded system for existing clients and commence marketing to our list of potential clients.
Enigmai is looking to commence the development of a mobile app to augment its existing desktop application. Through its customer meetings and trade show feedback, the Company has identified a strong demand for such an application, as more and more organizations would like their employees to be able to connect remotely to their WorkForce Management (WFM) systems.
In the last few months, the Enigmai team has been occupied with the re-development of our front-end system. Now that the front-end development is near completion, the team has commenced work on its planned mobile app design. The mobile app will be rolled out later this year and will provide Enigmai with another competitive advantage as we seek to expand outside of Israel and into new markets, including the North American market in 2022.
Upgrading to the latest technology will open opportunities that are not currently available for Enigmai with potential clients, and in order to satisfy the demand currently present in the marketplace.
Software and Services
While any manager running shifts can benefit from a workforce management system, EBS is most suitable for contact centers , proving invaluable for any big organization, since it can increase productivity while lowering operational costs.
The Market in General
According to Fortune Business Insights, a contact center enterprise with 5,000 employees and about $300 million in annual payroll can save approximately $6 million per year by implementing WFM software.
The workforce management market is segmented into vertical, organization size, deployment, component, and region. The component segment is sub-segmented into solutions and services. The solution segment accounts for the largest component segment, leading the market growth. The deployment segment is sub-segmented into on-premise and on-cloud. Of these, the cloud-based segment dominates the market.
The organization size segment is sub-divided into large enterprises and small & medium enterprises (SMEs).
Of these, the large enterprise segment spearheads the market share. The vertical segment is sub-segmented into defense, government, healthcare, retail, manufacturing, energy & utility, IT & telecommunication, BFSI (banking, financial services, and insurance), and others.
Among these, the retail segment is to have the lion’s share in the market. Recall, though, that our software can satisfy large-sized contact center needs, independent of industry.
In addition to the increasing number of enterprises adopting these solutions, the market growth also contributes to the rising adoption of employee monitoring solutions across the BFSI, IT & telecom, and retail industries.
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Moreover, the rising demand for solutions to gain enhanced control over employees and increasing investments by enterprises in deploying modern time tracking tools to increase employee productivity escalates the workforce management software market growth. Besides, the proliferation of mobile devices in the working culture is encouraging businesses to invest in cloud based WFM solutions infrastructure, allowing employees to log in and access information anytime and anywhere.
The need is great to be able to define for a company and the industry the following:
·
Global Workforce Analytics Market, by type (solutions, services), by deployment (on-premise, on-cloud), by organization size (large, SME’s), and by industry (banking, insurance government, retail, logistics, healthcare, manufacturing).
·
Global Mobile Workforce Management Market, by deployment (Cloud, On-Premise), by end-user (BFSI, communication, logistics, manufacturing, procurement), and by Tools (IOS, Android, MySQL.) Enigmai has demonstrated competence with cloud integrations for existing Israeli clients, as well as on-site implementations, which are a requirement in the BFSI vertical.
·
Global Field Service Management Market Research Report Information by component (solutions, services), deployment (Cloud, On-Premise), organization size (small & medium enterprise, large enterprise), and by vertical (manufacturing).
We believe we can offer case studies of demonstrated customer savings after implementation, our top selling feature.
It should be noted that EBS software satisfies demand in the large call center niche and is independent of any segmentation within that niche other than size. We believe our software has been shown to provide effective solutions for contact centers with greater than 250 seats, independent of industry, indicating a vast market within which new business may be developed in North America.
It is estimated that there are 41,500 contact centers in the United States, 2,905 of which have 250 or more seats.
35% of US contact centers are planning to upgrade or implement WFM software in the next 24 months.
“Investment” that’s your problem, better off investing in prostitutes, you get something for your money.
Absolutely the worst investment I've ever made!!!! Down 75% and dropping. Will be holding for years as I refuse to sell this garbage until it's delisted or goes on a run.
$GSPT Attorney Letter with Respect to Current Information - Attorney Letter with Respect to Current Information
April 27, 2022
OTC Markets, Inc.
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Re: GOLDEN STAR ENTERPRISES LTD. (GSPT)
Dear Sir or Madam:
I have been asked by Golden Star Enterprises Ltd. (the “Issuer”) to provide OTC Markets, Inc. a
letter with respect to the information publicly disclosed by the Issuer and published in the OTC
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published, accompanying the Issuer’s disclosure, in the OTC Disclosure and News Service. OTC
Markets, Inc. is entitled to rely on such letter in determining whether the Issuer has made
adequate current information publicly available within the meaning of Rule 144(c)(2) under the
Securities Act of 1933.
I am a U.S. resident and have been retained by the Issuer for the purpose of rendering this letter
and related matters. I am serving as disclosure counsel for the Issuer and have been retained also
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necessary or appropriate for the purpose of rendering this letter.
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SEC and am not prohibited from practicing before it. This letter applies to the laws of the United
States of America. As to matters of fact, I have relied on information obtained from public
officials, officers of the Issuer and other sources and all such sources are believed to be reliable.
I have reviewed all the documents provided to OTC Markets, Inc. by the Issuer in connection
with the following reports, all posted to OTCMarkets.com: 2021 Annual Report (posted to
OTCMarkets.com on April 15, 2022), 2020 Annual Report (posted to OTCMarkets.com on April
15, 2021), quarterly report for the quarters ended March 31, 2021 (posted May16, 2021), June
30, 2021 (posted August 14, 2021), and September 30, 2021 (posted November 18, 2021). The
information referred to herein (i) constitutes “adequate current public information” concerning
the Securities and the Issuer and “is available” within the meaning of Rule 144(c)(2) under the
Securities Exchange Act; (ii) includes all of the information that a broker-dealer would be
required to obtain from the Issuer to publish a quotation for the securities under Rule 15c2-11
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for Providing Adequate Current Information, which are located on the internet at
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OTC Markets, Inc.
April 27, 2022
Page 2
The person responsible for preparing the financial statement contained in the disclosure
by the Issuer was Li Shen, Chartered Accountant for the Issuer, who is qualified to prepare such
financial statements by virtue of professional experience and education. The financial statements
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The Issuer’s transfer agent is VStock Transfer LLC, Woodmere, NY (the “Agent”). The Agent
is registered with the SEC. I have used the transfer agent’s records to confirm the number of
issued and outstanding shares of the Issuer as set forth in the Disclosure Statement and Financial
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I have also reviewed the information published by Issuer on the OTC Disclosure and
News Service and have personally met with and discussed the information with management and
a majority of the directors of the Issuer via video conference, specifically, Louis Shefsky,
President, Secretary, Treasurer and Director, and Eliav King, Chief Executive Officer and
Director.
I also note that Issuer not currently a “shell company” as defined in Rules 405 of the
Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. To the best of my knowledge,
after inquiry of management and directors of the Issuer, neither the Issuer, any 5% shareholder,
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