OTC Markets Group Inc.
December 10, 2020
Page 2
A R I Z O N A C A L I F O R N I A F L O R I D A K E N T U C K Y M I C H I G A N
N E V A D A O H I O T E N N E S S E E T E X A S T O R O N T O W A S H I N G T O N D C
4822-1799-4707 v4 [93656-1]
The annual year end information statement for the years ended January 31, 2019 and 2018,
respectively submitted by the Issuer in accordance with the OTC Pink Basic Disclosure
Guidelines, along with the Issuer's unaudited financial statements for the fiscal years ended
January 31, 2020 and 2019, the Quarterly Financial Statement for the period ending April 30,
2020 and the Semi-Annual Financial Statement for the period ending July 31, 2020, respectively,
which financial statements were prepared by management and SHIM & Associates,LLP, a
chartered professional accountant licensed by the Province of British Columbia, which documents
were posted on the OTC Disclosure & News Service on December 9, 2020 and December 1, 2020
(collectively, the "Information").
The transfer agent is Securities Transfer Corporation located at 2901 Dallas Parkway,
Suite 380, Plano, Texas and it is a registered agent with the Securities and Exchange Commission.
With regard to confirming the outstanding shares I reviewed the shareholder list to determine the
number of outstanding shares.
In rendering this letter, undersigned counsel has relied upon the matters and
representations as set forth in the above documentation and otherwise provided to him. In his
examination of the aforesaid documents and others, if any, undersigned counsel has assumed the
genuineness of all signatures (original, photocopy and facsimile), the legal capacity of all persons,
the authenticity of all documents submitted to him as originals and the conformity with the
originals of documents submitted to him as reproduced copies.
Undersigned counsel has personally met with management of the Issuer, Richard Keeley,
and with a majority of its Board of Directors, Richard Keeley, Mark Hutchinson and Doug Wilson
and have reviewed and discussed with them the Information, as amended, published by the Issuer
through the OTC Disclosure & News Service. Undersigned counsel has assumed the
completeness of all documents and the authenticity and accuracy of information obtained from
public officials and representations of the officials of the Issuer as to statements of fact on which
he is relying, all of which sources are believed to be reliable. Undersigned counsel has made no
independent investigation of any matter pertaining hereto.
Based upon the foregoing and other matters set forth herein, it is the opinion of
undersigned counsel that (i) the Information constitutes "adequate current public information"
concerning the Issuer and its Securities as of the dates indicated that "is available" within the
meaning of Rule 144(c)(2) promulgated by the SEC under the Act; (ii) includes all information
that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the
Securities under Rule 15(c)2-11 promulgated by the SEC under the Exchange Act; (iii) complies
as to form with the OTC Market Group Inc.'s OTC Pink Disclosure Guidelines; and (iv) has been
posted through the OTC Disclosure & News Service.
Furthermore, to the best knowledge of counsel, after inquiry of management and the
Directors of the Issuer, whether or not the issuer of the Securities, neither any 5% holder of the
Securities nor counsel is currently under investigation by any federal or state regulatory authori
