https://www.otcmarkets.com/otcapi/company/financial-report/322435/content
Donald R. Keer, P.E., Esq
RE: Legal Opinion, Adequate Current Information and Disclosure
Filing by International Professional Trainings Group LTD (INGP)
Annual Report for the Period Ending December 31, 2021 with related disclosures
Dear Sirs:
I have been retained as Counsel by International Professional Trainings Group LTD, a corporation organized and existing under the laws of the State of Nevada (INGP the "Issuer") solely for the purpose of reviewing the current information supplied by the Issuer to OTC Markets Group, Inc. ("OTC Markets Group"). The Issuer has requested that I render a sufficiency of adequate information opinion (the "Opinion") in connection with the filing by the Issuer of its Annual Report for the Period Ending December 31, 2021, published February 26, 2022 with related disclosures (the "Report(s)") pursuant to the OTC Markets Group, Inc. Pink Basic Disclosure Guidelines, Rule 15c2-11(a)(5) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 144(c)(2) of the Securities Act of 1933, as amended (the "Securities Act"). OTC Markets Group is entitled to rely on this 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.
Counsel is a U.S. resident and is authorized to practice law in the Commonwealth of Pennsylvania and the Federal Courts of the United States. Counsel is also permitted to practice before the U.S. Securities and Exchange Commission (SEC). Counsel is not currently, nor 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. Counsel is not currently, nor has been in the past five years, suspended or barred from practicing in any state or jurisdiction, and has not been charged in a civil or criminal case.
Counsel does not currently beneficially own, owned in the past or has any agreement to receive in the future any shares of the Issuer’s securities.
Counsel has reviewed the following documents and related information posted at www.otcmarkets.com and publicly available through the OTC disclosures and News Service in connection with the preparation of this letter, which is believed to be reliable:
Annual Report for the Period Ending December 31, 2021 pursuant to Rule 15c2-11 which includes:
3663 Greenwood Circle Chalfont Pennsylvania 18914 215-962-9378
March 2, 2022
Donald R. Keer, P.E., Esq
a. The Issuer’s History
b. Addressees of Principal Executives
c. Security Information
d. Issuance History
e. Description of the Issuer’s Business, Product and Services
f. Description of the Issuer’s Facilities
g. Officers, Directors and Control Persons
h. Third Party Providers
i. Financial Statements
j. Issuer’s Certification
Counsel has relied on information obtained from public officials, officers of the Issuer and other sources in the rendering of this opinion letter and believes that all such sources are reliable. Counsel has examined such corporate records and documents and have asked such questions of law as was considered necessary or appropriate for the purpose of writing this letter. Counsel has reviewed and relied on information from the Secretary of State of Nevada and information obtained from the Company's officers, directors and agents. Counsel has personally met with and discussed the above documentation with Mr. Clifford Paul Redekop, President/Director, management of the Issuer, and who represents the majority of the Board of Directors. In the event that the facts and information in all such documents are determined not to be true, this opinion shall be null and void.
There has been no information concerning the Issuer and the Securities that are publicly
available through the OTC Disclosure and News Service since November 18, 2021, other than information which has been published to www.otcmarkets.com and the Reports which is the subject of this letter. In issuing this letter, Counsel represents that 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 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 OTC Markets Group's Guidelines for Providing Adequate Current Information, which are located on the internet at www.otcmarkets.com, and;
(iv) Will be submitted for posting through the OTC Disclosure and News Service.
The financial information reflected in the disclosure statement was not audited. The financial information for the Reports was compiled by Carol Beere a Managing Member of Green Stone Group Holdings LLC as consultant to the Issuer.
3663 Greenwood Circle Chalfont Pennsylvania 18914 215-962-9378
Donald R. Keer, P.E., Esq
The Issuer's transfer agent is:
Issuer Direct Transfer LLC (919) 744-2722
1 Glenwood Ave.
Ste 1001
Raleigh, NC 27603
Counsel confirmed that the transfer agent is registered with the SEC via the official SEC website and its EDGAR system at http://www.sec.gov/edgar/searchedgar/webusers.htm. Counsel has met with management and a majority of the Directors of the Issuer, reviewed the information that has been published by the Issuer through the OTC Disclosure and News Service, and discussed the information with management and a majority of the directors of the Issuer. Specifically, Counsel has met with Mr. Clifford Paul Redekop. After inquiry of management and the directors of the Issuer, Counsel represents that to the best knowledge of Counsel, the Issuer of the Securities, any 5% holder, and Counsel himself are not currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws.
Counsel has reviewed previous filings and determined the Issuer does not currently meet the definition of a “shell company” as stated in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. Prior to December 31, 2020 the Company’s financials indicated it was a “shell company”. Rule 405 defines a shell company as a company with 1) no or nominal operations and either 2) no or nominal assets, 3) assets consisting solely of cash and cash equivalents or 4) assets consisting of any amount of cash and cash equivalents and nominal other assets. The Company’s disclosures indicate that from 2017 till 2020 there were no operations within the Company.
No person other than OTC Markets Group is entitled to rely on this letter, but OTC Markets Group has full and complete permission and rights to publish this letter through the OTC Disclosure and News Service for viewing by the public and regulators.
This opinion does not include any assumption or expression regarding compliance with any state security law.
Yours Truly,
Donald R. Keer, Esq.
3663 Greenwood Circle Chalfont Pennsylvania 18914 215-962-9378
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