OWC Pharmaceutical Research Corp (OWCP)

[EasternTimeZone]

It is misleading to quote small bits out of the context of the actual SEC complaint document; especially when you leave off the year of one or more of the 3 opinion letters, which were included in the SEC document. The 3 different years of the 3 different 144 Opinion Letters as clearly stated in the SEC document are absolutely relevant. This SEC complaint exonerates OWCP.

Fact: The SEC did NOT state anywhere that OWC was party to any of Jeffery Friedland’s fraudulent activity, NOR Friedland’s fraudulent 144 Opinion Letter in January 2017.
Fact: The SEC stated that it was Friedland himself who provided the fraudulent 144 Opinion Letter to the transfer agent in January 2017.
Here is what the SEC document actually says about the 3rd opinion letter provided to the transfer agent in January 2017:
46. Friedland provided the transfer agent with a purported attorney opinion letter that included inaccurate information about Global’s acquisition of OWC stock and misleading information about the connection between Friedland, Global, and Lane 6552. The letter was signed by a disbarred attorney. "


Just so the FACTS are KNOWN AND CLEAR as the SEC has presented them; NOWHERE in the SEC complaint against Jeffery Friedland does it state that the two opinion letters provided by OWC in 2014 and 2016 are fraudulent. On the other hand, the SEC complaint does clearly state that the opinion letter provided by Jeffery Friedland in 2017 was fraudulent with this clear language used by the SEC in the SEC complaint (paragraph 46, page 14).
"Friedland provided the transfer agent with a purported attorney opinion letter that included inaccurate information about Global’s acquisition of OWC stock and misleading information about the connection between Friedland, Global, and Lane 6552."

The definition of purported is:
"appear or claim to be or do something, especially falsely; profess."

The SEC used very specific language as to why this opinion letter is fraudulent. This opinion letter was provided to the transfer agent in January 2017 by Jeffery Friedland (not OWC).

Since the SEC used the word purported, the opinion letter including the attorney's signature may have been forged. Either way, OWC is not implicated in any way regarding the 2017 opinion letter provided by Jeffery Friedland.


According to the SEC complaint against Friedland it says “from a disbarred attorney”, but we don’t know any additional information about the attorney OWC used in 2014 and 2016. He/she may have had a current license to practice law at that time. Wether the attorney was disbarred prior to or after August 2014 or February 5, 2016, is information not given by the SEC.


If Friedland's Attorney was disbarred as a result of the SEC’s investigation then it is most likely that he was disbarred in 2017 after having drafted and/or signed the third [fraudulent] opinion letter which Jeffery Freidland (not OWC) provided to the transfer agent. However, this information is not given by the SEC.

The FACTS have been presented by the SEC in their complaint against Jeffery Friedland, his wife, and their companies in Colorado. Those are the defendants in this case. OWC or OWCP are not implicated in the Friedland's fraudulent activity which started in January 2017.

The SEC complaint document does not state anywhere that Jeffery Friedland used the same attorney as OWC. Anytime I have worked with a lawyer, I have hired a lawyer somewhere near me. Friedland lives in Colorado and had 2 or more companies in Colorado between 2014 and 2017. It goes to reason that the lawyer(s) Friedland used in his affairs with his two Colorado companies is not the same lawyer used by OWC, a company located in Israel. Jeffery Friedland would have no problem finding lawyers in Colorado.
FACT: There are over 1.3 million attorneys in the United States.

As of 2016, there are 1,315,561 Licensed Lawyers in the United States of America.
http://www.denniswpottslaw.com/united-states-attorneys-map/


** THE FACTS ABOUT THE 3 DIFFERENT 144 OPINION LETTERS TO THE OWC TRANSFER AGENT (years 2014, 2016, 2017), according to the SEC.

——————————————— 2014 ———————————————

"29. In August 2014, Friedland purchased 1,322,222 shares of restricted OWC stock for $119,000 pursuant to a subscription agreement that he signed on behalf of Intiva, and the ownership of these securities was identified in OWC’s SEC filings (albeit with “Invita” rather than Intiva). On or around August 18, 2014, OWC provided an opinion letter to its transfer agent from a disbarred attorney in connection with its issuance of stock to Intiva."

There was nothing fraudulent about OWC issuing 1,322,222 shares of restricted OWC stock to Intiva in August 2014. Since there was nothing wrong with the issuance of these shares, there was nothing indicated as being fraudulent about the opinion letter which OWC provided to its transfer agent. According to the SEC complaint against Friedland it says “from a disbarred attorney”, but we don’t know any additional information about the attorney OWC used in 2014. He/she may have had a current license to practice law at that time. Wether the attorney was disbarred prior to or after August 2014 is information not given by the SEC.

——————————————— 2016 ———————————————

"31. On January 21, 2016, Friedland and his company Global entered into a two-year “Media, Public Relations and Investor Relations Services Agreement” with OWC (hereinafter, the “Global PR/IR Agreement”), which Friedland signed as Managing Director of Global.?Under the terms of the Global PR/IR Agreement, Friedland agreed to develop a media, public relations, and investor relations program to create interest in OWC on the part of financial journalists, institutional investors, and the general investment community. In this role, Friedland agreed to “create a higher level awareness of [OWC], as well as the anticipated impact with the investors[;] [Global] will provide both an introduction of the company to the overall American population, as well as specifically target investors.” The agreement also states that Global would assist OWC in reaching investors by writing news releases, shareholder letters, corporate summaries, profiles, and website copy, and would establish OWC’s Facebook and Twitter accounts. The Global PR/IR Agreement stated that it could only be amended if executed by the parties in writing.
32. Pursuant to the compensation terms of the Global PR/IR Agreement, OWC transferred 5,134,375 OWC shares to Global on February 5, 2016. OWC provided an attorney opinion letter to OWC’s transfer agent from a disbarred attorney in connection with the issuance of OWC’s stock to Global. OWC disclosed in reports it filed with the SEC in February 2016 that Global owned these shares of stock – 6.3% of OWC’s common stock at that time – and that Friedland controlled them as Global’s President and CEO, but neither OWC, Friedland, nor Global made any disclosure as to how the shares were acquired by Global."

There was nothing fraudulent about OWC entering into a 2-year “Media, Public Relations and Investor Relations Services Agreement” with Friedland and his company Global and they paid him according to the agreement a reasonable amount of 5,134,375 OWC shares to Global. On January 21, 2016 the PPS of OWCP stock was .04 to .08 and therefore 5,134,375 shares would have been worth $205,375 at .04. It’s fair to say that if someone had done a PP with OWCP during that same time period, they could have gotten a PPS of .04 or less.

Since there was nothing wrong with the issuance of these shares, there was nothing indicated as being fraudulent about the opinion letter which OWC provided to its transfer agent. According to the SEC complaint against Friedland it says “from a disbarred attorney”, but we don’t know any additional information about the attorney OWC used in 2016. He/she may have had a current license to practice law at that time. Wether the attorney was disbarred prior to or after February 5, 2016 is information not given by the SEC.

"36. On March 15, 2016, OWC issued a press release via PR Newswire announcing that Friedland had joined OWC’s Advisory Board to advise on business development efforts, and that Friedland would serve as the Company’s U.S. representative."

——————————————— 2017 ———————————————

"39. On or about January 3, 2017, Kathy Friedland organized Lane 6552 LLC, a company with no apparent business purpose or operations, with herself listed as the company’s sole member and principal.
43. On or about January 14, 2017, Friedland submitted a request to OWC’s transfer agent to reissue Global’s 5,134,375 shares of OWC stock to Lane 6552 LLC and remove the restricted legend from the securities.
45. In order to sell his restricted shares in the public marketplace, Friedland needed to have OWC’s transfer agent remove the restricted legend on Global’s 5,134,375 shares.
46. Friedland provided the transfer agent with a purported attorney opinion letter that included inaccurate information about Global’s acquisition of OWC stock and misleading information about the connection between Friedland, Global, and Lane 6552. The letter was signed by a disbarred attorney. "

According to the SEC, it was this 3rd opinion letter provided in January 2017 to OWC’s transfer agent that was fraudulent with “misleading information about the connection between Friedland, Global, and Lane 6552”. The SEC complaint is very clear that it was Jeffery Friedland who provided this 3rd fraudulent opinion letter (not OWC).

Since Jeffery Friedland was on OWC’s Advisory Board as announced in a PR by OWC about 10 months earlier on March 15, 2016, he may have used this leadership position with OWC which included his own OWC Email ([e-mail]), to have OWC’s transfer agent remove the restricted legend on Global’s 5,134,375 shares.
According to the SEC complaint against Friedland it says “from a disbarred attorney”, but we don’t know if the attorney who drafted and/or signed the opinion letter had a current license to practice law at that time or was disbarred prior to January 2017. The attorney may have been disbarred later, that information is not given by the SEC, but if the Attorney was disbarred as a result of the SEC’s investigation then it is most likely that he was disbarred in 2017 after having signed the 3rd opinion letter which Jeffery Freidland provided to the transfer agent.


According to the SEC, here is what fraudulent documents were provided to the transfer agent by Friedland (not OWC) in January 2017:
1. “46. Friedland provided the transfer agent with a purported attorney opinion letter that included inaccurate information about Global’s acquisition of OWC stock and misleading information about the connection between Friedland, Global, and Lane 6552. The letter was signed by a disbarred attorney.”
2. “48. Friedland also indicated on forms signed by his wife that were provided to the transfer agent that Global purchased the stock from OWC in January 2016 at a cost of $51,343.75, but there is no evidence of such payment from Global to OWC. The terms of Global’s agreement with OWC indicate the stock was compensation for media and investor relations services and not in exchange for any payment."
3. “49. Friedland further represented to the transfer agent on these forms that the OWC stock was not being transferred from Global to Lane 6552 as a gift, inheritance, or wash sale, but were instead acquired by Lane 6552 on January 13, 2017 at a cost of $205,375. There is no evidence of any payment to Global from Lane 6552 in that amount or on that date.”


"51. On February 3, 2017, OWC’s transfer agent, relying on the information provided by Friedland, removed the restrictive legend from Lane 6552’s stock."