MSB Global Capital Corp. (MSBM)

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Attorney Letter with Respect to Current Information - Attorney Letter

OTC Markets Group Inc.
304 Hudson Street, 2nd Floor
New York, NY 10013

Attorney Letter with Respect to Current Information - DIEN
April 6, 2020

To Whom It May Concern:

This office has been retained by Diversified Energy Holdings, Inc., a Nevada Corporation, with its principal office located at 3445 Lawrence Avenue, Oceanside, NY 11572 (the "Issuer") for the specific purpose of rendering this letter. Only OTC Markets Group is entitled to rely on this letter and publish in determining whether it has made adequate current information publicly available on its website within the meaning of Rule 144(c)(2) under the Securities Act of 1933. OTC Markets Group is granted full and complete permission and rights to publish this letter through the OTC Disclosure & News Service for public viewing.

I am a U.S. Resident and licensed to practice law in the states of Texas and Oklahoma. I am permitted to practice before the Securities and Exchange Commission (SEC) and have not, at any time, been prohibited from practice thereunder. The jurisdictions covered by this letter include the laws of the United States of America. I have not currently, nor have been in the past five years, suspended or barred from practicing in any state or jurisdiction, nor charged in a civil or criminal case.I am not currently, nor have I been 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 regulatory agency.I am independent counsel retained solely for the purpose of reviewing the current information supplied by the issuer. I do not beneficially own any shares of the Issuer’s securities. I have not received, nor have an agreement to receive in the future, shares of the Issuer’s stock, in payment for services.I have examined such corporate records and other documents, and such questions of law that I have considered necessary or appropriate for the purposes of rendering this letter. The documents that I have reviewed ("Information") include, but are not limited to:

a)The Issuer's Annual Report for December 31, 2019, published to the OTC on March 3, 2020;
b)The Issuer's Annual Report for December 31, 2018, published to the OTC on March 3, 2020;
c)The Issuer's Annual Report for December 31, 2017, published to the OTC on March 3, 2020; and
d)The Issuer's Financial Statement for 2019.

As to matters of fact, I have relied on information obtained from public officials, officers and directors of the Issuer and other source, and these sources are believed to be reliable. In examining the Information, I have assumed that:

1)All statements and representations contained therein were accurate and reliable;
2)All signatures contained therein were genuine;
3)All documents submitted to me were true and accurate copies; and
4)All natural persons who signed documents had the legal capacity to do so.

Based on the foregoing review and other matters set forth herein, it is my opinion that the Information (i) constitutes "adequate current public information" concerning the Securities and the Issuer; (ii) has been made publicly available within the meaning of Rule 144(c)(2) under the Securities Act; (iii) 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”); (iv) complies as to form with the OTC Markets Group’s Pink Basic Disclosure Guidelines; and (v) has been posted through the OTC Disclosure & News Service.

The individual responsible for the preparation of the Disclosure Statement and Financial Statements contained in the Information was Mario Beckles, the accountant CPA retained for Diversified Energy Holdings, Inc. Mr. Beckles is an independent third party and has no interests in the company. These statements are not audited. I also personally met with David Lazar, the CEO for Diversified Energy, Inc.

The Issuer's transfer agent is Pacific Stock Transfer, whose business address is 6725 Via Austi Pkwy., Suite 300, Las Vegas, NV 89118, and who is registered with the Securities and Exchange Commission. I have verified, via telephone conference, the number of outstanding shares with the transfer agent.

To the best of my knowledge, after inquiry of management and the directors of the Issuer, the Issuer, nor any 5% holder, nor counsel, is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.

The company is a shell company as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934.

No person other than the OTC Markets Group is entitled to rely on this letter; however, OTC Markets Group is granted full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for public viewing.

This letter is meant to cover and speak in regard to the Issuer's fiscal years 2017-2019 only and shall not apply for any other period.

Yours Truly,
Diversified Energy Holdings, Inc.
Amber Barger Attorney at Law

https://backend.otcmarkets.com/otcapi/company/financial-report/243849/content