Counsel has concluded that the Company is not a "shell company" and has not been a "shell" company. The Company ceased being a reporting Company pursuant to the Securities Exchange Act of 1934, as amended as of December 29, 2016 with the last financial report filed for the third quarter of 2014. When the Company filed its Annual Report with the OTC Markets on June 19, 2018, the Company included financials statements dating back to 2014 indicating that the Company had more than cash or cash equivalents and more than nominal operations throughout the period following their termination of their reporting obligations under the Securities Exchange Act of 1934, as amended. In conclusion, the Company satisfied any criteria required by Rule 144 of the Securities Act of 1933 and as is not deemed, nor has it been, a "shell company."
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