M Line Holdings Inc (MLHC)

[Tonyeight]

GM 2 ALL VERY GOODAYS AHEAD CHIN CHIN CHAN $MLHC$
https://backend.otcmarkets.com/otcapi/company/financial-report/205319/contentJohn T. Root, Jr.
OTC Markets Group, Inc. 304 Hudson Street
2nd Floor
New York, New York 10013
John T. Root, Jr.
ATTORNEY AT LAW P.O. Box 701
Greenbrier, Arkansas 72058
Phone: [phone] Fax: [phone]
[e-mail]
October 30, 2018
Re: M Line Holdings, Inc. (MLHC)
Annual Information and Disclosure Statement and
Financial Statements for the Years Ended June 30, 2018 and June 30, 2017, as published by OTC Markets Group, Inc. on October 30, 2018, October 17, 2018 and March 13, 2018, respectively
Ladies and Gentlemen:
In my capacity as special counsel to M Line Holdings, Inc., (“Issuer” or “Company”) I have been requested to provide certain information and assurances in connection with Issuer’s posting of the Issuer’s Annual (Financial) Report on a website or websites maintained, administered or controlled by the OTC Markets Group, Inc. (“OTC”) on October 30, 2018. Specifically, the Issuer prepared and on October 17, 2018 posted, the Annual Report for the year ending June 30, 2018, and on October 30, 2018, amended the disclosures for the same period in order to detail stock issued during the most recent period. Previously, the Company had published the Annual Report and Disclosures for June 30, 2017 or March 13, 2018.
This “Letter” is provided to OTC with respect to adequate current information in regard to the securities issued by the Issuer (the “Securities”). I have acted as legal counsel to Issuer in connection with review of the posting of the information on the OTC News Service (www.otcmarkets.com). My client is not requesting this Letter for the purpose of currently issuing securities, and seeks to make additional information available to the public with this Letter.
Pursuant to the requirement established by OTC, I hereby confirm the following, specifically subject to the following limitations, exceptions, qualifications, and assumptions:
1. OTC is entitled to rely on this letter in determining whether the Issuer has made current information publicly available within the meaning of Rule 11(c)(2) of the Securities Act of 1933 (the “Act”).
2. The undersigned is a United States resident and has been retained by Issuer for the purpose of rendering this Letter and all matters addressed herein. This law firm serves

Letter to OTC Markets Group, Inc. October 30, 2018
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as special outside counsel to Issuer. The undersigned is not and has not ever been a member of the Board of Directors of Issuer.
3. I have made such legal and factual examinations and inquiries as I have deemed advisable or necessary for the purpose of rendering this Letter. In addition, I have examined, among other things, originals or copies of such corporate records and documents of Issuer, certificates of public officials, and such other documents and questions of law that I considered necessary, advisable, or appropriate for the purpose of rendering this letter.
4. The undersigned is a member of the Bar of the State of Arkansas. I express no opinion as to the laws of any jurisdiction other than corporate laws of the State of Arkansas; laws of the State of Nevada only where specifically referenced or where there is an issue related to conducting business in the State of Nevada; and the federal laws of the United States of America. I express no opinion with respect to the effect or application of any other laws. Special rulings of authorities administering any of such laws of opinions of other counsel have not been sought or obtained by me in connection with rendering this letter.
5. The undersigned is permitted to practice before the Securities and Exchange Commission (the “SEC”) and has not been prohibited from practice thereunder.
6. In conducting my examination in connection with the delivery of this Letter, as to matters of fact I have relied upon information obtained from public officials, officers of the Issuer, and other sources, I confirm that I believed all such sources to be reliable. I further assumed without investigation or confirmation (i) the genuineness of all signatures on original documents; (ii) the authenticity and completeness of all documents submitted to use as originals; (iii) the conformity to original documents of all documents submitted to me as copies; (iv) the legal capacity of all natural persons executing any documents; (v) the due authorization, execution, and delivery of all documents on all parties other than Issuer; and, (vi) the truth, accuracy and completeness of the Information, factual matters, representations, and warranties contained in the information I received from public officials, officers of Issuer, and other sources.
7. The following documents have been reviewed by the undersigned in connection with the delivery of this Letter (the “Information”). The applicable date for this letter is deemed to be June 30, 2018. Except in instances of confidentiality or for items and issues of a proprietary nature, the information reviewed is publicly available through the OTC News Service with the date each respective document was posted on the OTC News Service noted below. This list does not include documents that are the subject of letters covering prior periods. Additional documents reviewed by the undersigned that may or may not be publicly available through the OTC News Services are listed as well. The information referenced includes as follows:

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FILINGS AND DISCLOSURE OTC Disclosure & News
PUBLISH DATE
10/30/2018
10/25/2018
10/17/2018
05/15/2018
05/15/2018
03/16/2018 03/14/2018 03/14/2018 03/13/2018 03/13/2018
TITLE
Supplemental Information - Supplemental Information and disclosure Statement
Attorney Letter with Respect to Current Information - Attorney Letter
Annual Report - Financial Statements for the six months ended June 30, 2018
Supplemental Information - Issuer Information and Disclosure Statement dated March 31, 2018
Quarterly Report - Quarterly Report for the Nine Months ended 3.31.18
Quarterly Report - Quarterly Report
Supplemental Information - Supplemental Information Semi-Annual Report - Semi-Annual Report
Annual Report - Annual Report
Annual Report - Annual Report
PERIOD END DATE
06/30/2018 06/30/2018 06/30/2018 03/31/2018 03/31/2018
09/30/2017 12/31/2017 12/31/2017 06/30/2017 06/30/2016
And such other information and documents that I considered necessary under the specific circumstances to render this opinion.
After considering the information presented to me, it is my opinion that said documents are accurate, up-to-date and contain the most current information available regarding M Line Holdings, Inc., all as published on the OTC Markets Group website.
8. To my knowledge, the Information as of the date covered by Issuer’s various disclosure and filings: (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 (the “Exchange Act”) with the exception of financial statements for the Issuer for the two

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preceding fiscal years; (iii) complies as to form with the OTC Guidelines for Providing Adequate Current Information; and, (iv) has been posted in the OTC News Service.
9. The persons responsible for the preparation of the Company’s Financial Statements as published with OTC Markets are Anthony L. Anish and Jitu Banker. Mr. Anish, as CEO, COO, Secretary, Treasurer and director is familiar with all aspects of M Line Holdings, Inc., while Jitu Banker has served as one of the Company’s directors since 2009. Since 1990, Mr. Banker has also been the owner of Banker & Co., a company specializing in tax, accounting, Internal Revenue Service audits, and other related services. Mr. Banker has a Bachelor of Arts in Accounting with Economics and is a member of the Institute of Chartered Accountants in England and Wales, the Institute of Management Accountants in London, England, and the American Institute of Certified Public Accountants. Together, Mr. Anish and Mr. Banker have unique experience serving and consulting with the financial services industry.
10. The Issuer’s transfer agent is Transfer Online, Inc. and is registered with the SEC. The contact information for the transfer agent is:
Transfer Online, Inc. 512 SE Salmon Street
Portland, OR 97214 503-227-2950
www.transferonline.com
In confirming the number of outstanding shares set forth in the Information, the undersigned became aware of an internal discrepancy of 100,000,000 common shares. The public information reported by the Company is correct and reflects the proper share structure. Reconciliation of the equity accounts has disclosed that the share discrepancy relates to prior shares sold by a shareholder through a broker on December 17, 2015, the share certificate endorsed and processed by the broker, and records updated on the Issuer’s records. This internal discrepancy has been identified, copies or originals of share certificates are being obtained to properly and formally cancel the share certificate and the records of the Company and the Transfer Agent fully and properly reconcile. I am told it will be resolved before the next report is filed, and it is my opinion and belief no additional disclosure should be made for this item, and the public information reported by the Company is correct and reflects the proper share structure. However, in the interest of full disclosure, I am disclosing this item herein.
11. The undersigned hereby confirms that the undersigned has undertaken the following in connection with the delivery of this Letter: (i) telephonically met with a majority of management and a majority of the directors of the Issuer; (ii) reviewed the Information, published by the Issuer on the OTC News Service; (iii) discussed the above-internal equity matter; and (iv) also discussed what I considered to be pertinent Information, with a majority of management and a majority of the directors of the Issuer.

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12. To the best of my knowledge, after inquiry of management and the directors, neither the Issuer, any 5% shareholder, nor counsel is under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.
13. The following is a list, and provides pertinent information for each respective person, of each (i) executive officer, directors, general partner, and other control person of the Issuer; and, (ii) promoter, finder, consultant, or any other advisor of the Issuer that assisted, prepared, or provided information with respect to the Issuer’s disclosure or who received securities as consideration for services rendered to the Issuer:
Anthony L. Anish, CEO, COO, Secretary, Treasurer and Director PO Box 1678, Costa Mesa, CA 92628
Beneficial Ownership of Equity Stock of the Company.
208,432,500 Common Shares (all restricted, as a result of his being an officer)
The business address for all officers and directors is: PO Box 1678, Costa Mesa, CA 92628, unless otherwise stated herein.
14. The undersigned hereby confirms that he has made specific inquiry of (i) each of the persons listed in Paragraph 13, above; (ii) persons engaged in promotional activities regarding the issuer; and, (iii) persons owning more than ten percent (10%) of the Securities (collectively, the “Insiders”), and, based upon such inquiries and other information available to the undersigned, confirms his belief that the Company is not requesting this Letter for the purpose of currently issuing securities and seeks to make additional information available to the public with this Letter. Further, based upon such inquiries and other information available to the undersigned, any sales of Securities by Insiders within the twelve-month period prior to this letter 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 the undersigned indication that any of the Insiders is in possession of any material non- public information regarding the Issuer or Securities that would prohibit any of them from buying or selling Securities at the time this letter has been composed and executed under Rules 10b-5 or 10b5-1 under the Exchange Act.
As used in this Letter, the expression “to my knowledge” or “to our knowledge” refers to the current actual knowledge of the attorneys of this firm who have worked on this matter for the Issuer (whether or not solely in connection with the delivery of this Letter or the preparation of the Information), and without any independent investigation of any underlying facts or situations. This Letter is expressly limited to the matter stated herein and no other opinions are implied by, or are to be inferred from, this Letter. Without limiting the prior sentence, I express no opinion as to any documents or matters except the Information as provided for herein. This Letter is further limited to questions arising under the law of the State of Nevada (where

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identified), and the federal laws of the United States of America (where identified). Accordingly, I express no opinion as to matters governed by the law of any other jurisdiction. This letter is based upon the law in effect on the date hereof, and I assume no obligation to revise or supplement it should such a law be changed by the legislative action, judicial decision, or otherwise. I further disclaim any obligation to update this Letter or to advise OTC or anyone else of facts, circumstances, events, or developments which hereafter may be brought to my attention and which may alter, affect, or modify this Letter.
On behalf of the Issuer, I appreciate your assistance. Please feel free to contact the undersigned should you have any comments or questions in regard to the information or any of the matters addressed herein.
Sincerely,
John T. Root, Jr.