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Thursday, 04/28/2022 4:20:54 PM

Thursday, April 28, 2022 4:20:54 PM

Post# of 5504
$GSPT Attorney Letter with Respect to Current Information - Attorney Letter with Respect to Current Information
April 27, 2022
OTC Markets, Inc.
300 Vesey Street
12th Floor
New York, NY 10282
Re: GOLDEN STAR ENTERPRISES LTD. (GSPT)
Dear Sir or Madam:
I have been asked by Golden Star Enterprises Ltd. (the “Issuer”) to provide OTC Markets, Inc. a
letter with respect to the information publicly disclosed by the Issuer and published in the OTC
Disclosure and News Service. I understand that this letter will be posted by the Issuer and will be
published, accompanying the Issuer’s disclosure, in the OTC Disclosure and News Service. OTC
Markets, Inc. is entitled to rely on such letter in determining whether the Issuer has made
adequate current information publicly available within the meaning of Rule 144(c)(2) under the
Securities Act of 1933.
I am a U.S. resident and have been retained by the Issuer for the purpose of rendering this letter
and related matters. I am serving as disclosure counsel for the Issuer and have been retained also
for the purpose of reviewing the current information supplied by the Issuer. I have examined
such corporate records and other documents and such questions of law as I have considered
necessary or appropriate for the purpose of rendering this letter.
I am licensed to practice law in the state of PA, DE and NY. I am allowed to practice before the
SEC and am not prohibited from practicing before it. This letter applies to the laws of the United
States of America. As to matters of fact, I have relied on information obtained from public
officials, officers of the Issuer and other sources and all such sources are believed to be reliable.
I have reviewed all the documents provided to OTC Markets, Inc. by the Issuer in connection
with the following reports, all posted to OTCMarkets.com: 2021 Annual Report (posted to
OTCMarkets.com on April 15, 2022), 2020 Annual Report (posted to OTCMarkets.com on April
15, 2021), quarterly report for the quarters ended March 31, 2021 (posted May16, 2021), June
30, 2021 (posted August 14, 2021), and September 30, 2021 (posted November 18, 2021). The
information referred to herein (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 Exchange 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; (iii) complies as to form with the Sheets Guidelines
for Providing Adequate Current Information, which are located on the internet at
www.otcmarkets.com; and (iv) will be posted in the OTC Disclosure and News Service.
OTC Markets, Inc.
April 27, 2022
Page 2
The person responsible for preparing the financial statement contained in the disclosure
by the Issuer was Li Shen, Chartered Accountant for the Issuer, who is qualified to prepare such
financial statements by virtue of professional experience and education. The financial statements
have not been audited.
The Issuer’s transfer agent is VStock Transfer LLC, Woodmere, NY (the “Agent”). The Agent
is registered with the SEC. I have used the transfer agent’s records to confirm the number of
issued and outstanding shares of the Issuer as set forth in the Disclosure Statement and Financial
Statements.
I have also reviewed the information published by Issuer on the OTC Disclosure and
News Service and have personally met with and discussed the information with management and
a majority of the directors of the Issuer via video conference, specifically, Louis Shefsky,
President, Secretary, Treasurer and Director, and Eliav King, Chief Executive Officer and
Director.
I also note that Issuer not currently a “shell company” as defined in Rules 405 of the
Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. To the best of my knowledge,
after inquiry of management and directors of the Issuer, neither the Issuer, any 5% shareholder,
or any counsel is currently under investigation by any federal or state regulatory authority for
any violation of federal or state securities laws.
To the best of my knowledge, after inquiry of management and directors of the Issuer, neither the
Issuer, any 5% shareholder, or any counsel is currently under investigation by any federal or
state regulatory authority for any violation of federal or state securities laws.
Neither I, nor Archer & Greiner, have received, or have an agreement to receive in the future,
shares of the Issuer’s stock, in payment for services.
Neither I, nor Archer & Greiner is currently, or has 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 foreign regulatory agency.
I am not currently, and have not been, at any time in the past five years, suspended or barred
from practicing in any state or jurisdiction, nor been charged in a civil or criminal case.
No person other than OTC Markets, Inc. is entitled to rely on this letter, however, OTC Markets,
Inc. has full and completed permission and right to publish the letter in the OTC Disclosure and
News Service for viewing by the public.