TMSH — Attorney Letter with Respect to Current Information
Published: Jan 30, 2015 Period End: Dec 31, 2014 Status: Active Download Report
January 30, 2015
OTC Markets Group, Inc.
304 Hudson Street - 2nd Floor
New York, NY 10013
Re: Attorney Letter for TransGlobal Assets, Inc. (“TMSH”)
Ladies and Gentlemen:
This office has been retained as special securities counsel to TransGlobal Assets, Inc., a
Wyoming corporation (the “Company”). The company requested that I review the Company’s
Annual Report for period ending December 31, 2014 posted through OTC Disclosure and News
Service (the “Service”) on January 30, 2015, as well as other documents submitted in connection
therewith and discussed below. OTC Markets Group, Inc. is entitled to rely on this letter in
determining whether the Company has made adequate current information publicly available
within the meaning of Rule 144(c)(2) under the Securities Act of 1933. OTC Markets Group,
Inc. has full and complete permission and rights to publish this letter with the Service for
viewing by the general public and regulators, but no person other than OTC Markets Group, Inc.
may rely upon this Opinion in determining whether the Issuer has made adequate current
information publicly available within the meaning of Rule 144(c)(2) of the Securities Act of
1933.
This Attorney Letter relates to the laws of the United States, including the Securities Act of 1933
and the corporate laws of the state of Wyoming. The undersigned is a resident of the United
States, and a member in good standing of the bar of the State of New York since 1995. The
undersigned is permitted to practice before the Securities and Exchange Commission (the
“SEC”) and has not been prohibited from practice thereunder.
To render this opinion I have examined such corporate records and other documents and such
questions of law as I deemed necessary. In examining the documents, I have assumed the
genuineness of signatures (both manual and conformed), the authenticity of documents submitted
as originals, the conformity with originals of all documents furnished as copies, and the
correctness of the facts set forth in such documents. During the course of my investigation,
nothing came to my attention that led me to conclude that any such documents were not genuine
or authentic or that the facts set forth therein were not true.
This opinion is expressed solely on the facts and assumptions as set forth herein and is
specifically limited to the investigations and examinations I deemed necessary. After such
investigations I know of no facts which lead me to conclude that any opinion set forth below is
not correct.
With respect to matters of a factual nature, I have relied on information obtained
from directors and officers of the Company as well as other sources, and these sources are
believed to be reliable.
The following list represents those documents that have been made publicly available, including
the date this information was posted with the Service, and further represents those documents I
reviewed in connection with the preparation of this letter of opinion (the “Information”):
1. Initial Company Information and Disclosure Statement for period end date June 30, 2013,
posted August 28, 2013;
2. Consolidated Balance Sheet, Consolidated Statement of Operations, Consolidated
Statement of Cash Flow, Consolidated Statement of Stockholders’ Equity, and Financial
Notes for Periods ending December 31, 2011, December 31, 2012 and June 30, 2013
posted August 28, 2013;
3. Certificate of Incorporation filed with the Secretary of State of Wyoming on June 2, 2013
for re-domiciliation of the Company, Articles of Dissolution filed with the State of
Nevada on June 4, 2013 and the Company’s Bylaws posted August 28, 2013;
4. Executive Employment Agreement dated April 1, 2012 between the Company and Chief
Operating Officer Mr. Douglas R. Johnson and Executive Employment Agreement dated
April 1, 2012 between the Company and Chief Executive Officer Mr. Kent A. Strickler
posted August 28, 2013;
5. Amended “Quarterly Report” that included corrected information on the Consolidated
Balance Sheet for periods ending December 31, 2011, December 31, 2012 and June 30,
2013, posted September 10, 2013;
6. Quarterly Report and Financial Statement (unaudited) for period ending September 30,
2013 posted November 18, 2013;
7. Annual Report and Financial Statement (unaudited) for period ending December 31,
2013, posted February 13, 2014;
8. Amended Annual Report and Financial Statement (unaudited) for period ending
December 31, 2013, posted May 9, 2014;
9. Quarterly Reports for periods ending March 31, 2014, June 30, 2014 and September 30,
2014 posted May 10, 2014, August 14, 2014 and October 13, 2014 respectively; and
10. Annual Report and Financial Statement (unaudited) for period ending December 31,
2014, posted January 30, 2015.
I have no reason to believe that at the time such information listed above was published to the
Service, that any of the information contained an untrue statement of material fact or omitted to
state a material fact necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
I have personally reviewed the Information as contained in the Company’s Initial Information
and Disclosure Statement for period ending June 30, 2013 which included the Consolidated
Balance Sheet, Statement of Operations, Statement of Cash Flow, Statement of Stockholders’
Equity and Financial Notes for periods ending December 31, 2011, December 31, 2012 and June
30, 2013, Articles of Incorporation pursuant to the Company’s re-domiciliation in the State of
Wyoming, the Company’s Bylaws, the Certificate of Dissolution file with the State of Nevada,
the Executive Employment Agreements with Mr. Strickler and Mr. Johnson, the amended
Quarterly Report that corrected information on the Consolidated Balance Sheet for periods
ending December 31, 2011, December 31, 2012 and June 30, 2013, the Annual Report for period 3
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ending December 31, 2013 and the amended Annual Report and Financial Statement for period
ending December 31, 2013, Quarterly Reports for periods ending March 31, 2014, June 30,
2014, and September 30, 2014, and the recently posted Annual Report and financials for period
ending December 31, 2014. I have personally met with and discussed this information with the
Board of the Directors, as well as the Chief Financial Officer and deemed these sources of
information to be reliable as it relates to the information discussed and disclosed.
The Company’s transfer agent is Transfer Online, Inc., an SEC registered transfer agent. The
method used to obtain the number of outstanding shares as set forth in the Annual Report posted
was via a written request to the transfer agent and their subsequent response denoting the date of
such record. I personally reviewed the shareholder report as provided by Transfer Online, Inc.
and confirmed this information relating to the number of outstanding shares as contained in the
financial reports
The Annual Report and unaudited Financial Report for period ending December 31, 2014 was
prepared by the Company’s Chief Financial Officer, Mr. Douglas R. Johnson. Mr. Johnsons has
prepared prior financial reports as the Company’s Chief Financial Officer and Chief Operating
Officer, and has extensive accounting experience including auditing experience. Mr. Johnson
studied accounting at the University of California, San Jose (previously known as San Jose State
College). Mr. Johnson worked in accounting management positions for Western Electric
Company Inc. for over 13 years and has performed extensive accounting services for other
businesses, including his own private companies.
After such limited examination, and other such investigation that I deemed necessary, I am of the
opinion that:
Adequate current public information is now available concerning the Company within the
meaning of Rule 144(c)(2) under the Securities Act, and the information includes all of
the information that a broker-dealer would be required to obtain from the company to
publish a quotation for the Securities pursuant to Rule 15c2-11 under the Securities
Exchange Act of 1934, as amended. Further, this information as posted through the OTC
Disclosure and News Service, complies as to form with the OTC Markets Group, Inc.
Guidelines for Providing Adequate Current Information.
To the best of my knowledge neither the Company, any 5% holder of the Company’s
common stock, nor counsel is currently under investigation by any federal or state
regulatory authority for an violation of federal or state securities laws.
No person other than OTC Markets Group, Inc. is entitled to rely on this opinion, and I assume
no obligation to update or supplement this opinion letter to reflect any change in fact or law
which may hereafter occur.
Posted 12 hours ago by Chuck Sometimes
