Annual Report: Disclosure Statement and Financial Statements posted on March 20, 2023
for the fiscal year ended December 31, 2022.
The terms used in this opinion shall have the meaning ascribed to them in the documents relied
upon in rendering this opinion.
Regarding the common stock of the Issuer, par value $0.0001 (the “Securities”), in the opinion
of the undersigned, the Annual Report for the fiscal year ended December 31, 2022 published on
the OTC Disclosure and News Service on March 20, 2023, (i) constitutes “adequate current
public information” concerning the Securities of 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 brokerdealer 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”), (iii) complies as
to form with the OTC Markets Group’s OTC Pink Disclosure Guidelines, which are located at
www.otcmarkets.com, and (iv) has been posted on the OTC Disclosure and News Service.
Furthermore, after reasonable investigation I have no reason to believe that such information
contained an untrue statement of a material fact or omitted to state a material fact in order to
make the statements made, in light of the circumstances under which they were made, not
misleading.
The Issuer's unaudited financial statements were prepared by Wendell Hecker. Mr. Hecker has
held Chief Financial Officer and Chief Learning Officer positions with multiple companies
during his career. Mr. Hecker received a Bachelor of Science in Accounting from New York
University. Mr. Hecker was previously employed as a Controller by Ampco Electric, Inc. and a
Controller by Seaview Research, Inc.
The Company’s transfer agent is Signature Stock Transfer, Inc., located at 14673 Midway Road,
Suite 220, Addison, TX 75001. The Issuer’s transfer agent is registered with the SEC. I have
reviewed the transfer agent’s outstanding share reports in order to verify that the outstanding
share amounts as disclosed in the Annual Report listed above, are correct.
After an investigation of the OTC Markets and Securities and Exchange Commission filings for
the Issuer, it is my opinion that the Issuer is currently a "shell company", as defined in Rules 405
of the Securities Act and 12b-2 of the Exchange Act.
Bullish
