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Re: MDPennyPlayer post# 58014

Tuesday, 04/19/2022 12:27:29 PM

Tuesday, April 19, 2022 12:27:29 PM

Post# of 67219
Take it up with the Attorney who says this:

You are entitled to rely on this letter in determining whether Sohm, Inc. (the “Issuer”) has adequate current
information publicly available
within the meaning of Rule 144(c)(2) under the Securities Act of 1933.
The Issuer does have adequate current information publicly available within the meaning of Rule 144(c)(2) under the
Securities Act of 1933.
I am a resident of the United States, and I have been retained by the Issuer for the purpose of rendering this letter and
related matters. This firm’s relationship with the Issuer is solely limited to reviewing and opining on these financials.
I have examined such corporate records and other documents and such questions of law as I consider necessary or
appropriate for purposes of rendering this opinion. In all such examinations, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as original
, the conformity to original documents
submitted to me as copies and the authenticity of all originals of such documents submitted as copies. Further, in all
such examinations, I have relied on the information obtained from public officials, officers of the Issuers, and other
sources
and represent that all such sources are believed to be reliable.
This letter relates to the laws of the United States only, and specifically federal securities law. I am a member in good
standing with the bar of the State of California and I am permitted to practice between the Securities and Exchange
Commission (the “Commission”). I have not been prohibited from practice thereunder. Furthermore, I have not been
subject to any investigation, hearing, or proceeding by the SEC, the CFTC, FINRA, or any other federal, state, or
foreign regulatory authority, nor have there been any such investigations, hearings, or proceedings for the past 5-
years. I have also never been suspended or disbarred from practicing before any jurisdiction. Furthermore, counsel
has never been subjected any such civil or criminal proceedings.
The Issuer is a non-reporting company, and therefore, does not file annual or other reports with the Commission. I
have reviewed publicly available information relating to the Issuer including: (1) the Issuer’s profile post on the OTC
Markets Groups website; (ii) their initial Company information and Disclosure Statement on file; (iii) the Company
Disclosure dated 12.31.20; and (iv) the Issuer’s quarterly and Annual Report for 2018, 2019, and 2020 (collectively the
“Information”). There reports were published on 4.9.21.
It is my opinion that the Information (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 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 (“Exchange Act”); (iii) complies as to form with the
________________________________________________________________________________________________________________________________________________
Sohm, Inc. 2
OTC Markets Group’s Guidelines for providing Adequate Current Information, which are located on the internet at
www.otcmarkets.com; and (iv) has been posted through the OTC Disclosure News Service.
The Person responsible for the preparation of the financial statements contained in this Information is Fred Schellack.
The financial statements have not been audited. However, Fred Schellack is qualified to prepare the financial
statements because he is certified public accountants
.
The Issuer’s transfer agent is Pacific Stock Transfer Company, which is registered with the Commission. The method
used to confirm the number of outstanding shares of common stock set forth in the Information was to examine the
shareholder list as of 3.5.21 provided by the Issuer’s transfer agent and received confirmation as to the number
outstanding shares from the financial disclosures filed by the Issuer. As of the date of this letter, the total number of
shares of common stock of the Issuer was 1,575,576,407.
The Issuer is not a “shell company” as the term is defined in Rule 144(i)(1)(i) nor has the Issuer been a “shell
company” for a period of at least one year.
I have met with the management and a majority of the directors of the Issuer, reviewed the Information, as provided,
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. I met with Baron Night, the sole director of the Issuer.
To the best of my knowledge, after inquiry of management and the directors to the Issuer, neither the Issuers’ counsel,
nor any officer, director, nor 5% holder of the securities of the Issuer is currently under investigation by any federal or
state regulatory authority for any violation of federal or state securities laws.
Counsel has not received any shares of the Issuer, in payment for services, nor does counsel have such an
arrangement with the Issuer.

No person other than the OTC Markets Group is entitled to rely on this letter. However, I hereby grant the OTC
Markets Group full and complete permission and rights to publish the letter through the OTC Disclosure and News
Service for viewing by the public and regulators. This opinion is valid only as of the date hereof and we disclaim any
obligations to update this opinion letter for events or other matters occurring or coming to our attention after the date
hereof or any changes in the laws which may hereafter occur.

https://www.otcmarkets.com/otcapi/company/financial-report/278833/content