M. STEPHEN ROBERTS Attorney at Law 6513 Perkins
Post# of 96891
Posted On: 10/28/2015 4:11:33 PM
M. STEPHEN ROBERTS
Attorney at Law
6513 Perkins Road
Baton Rouge, Louisiana 70808
(225) 389-8300
Email: steve@steverobertslaw.com
October 28, 2015
OTC Markets Group Inc.
304 Hudson Street, 2nd FloorNew York, New York 10013
Re:NanoTech Entertainment, Inc. (NTEK)
Annual Report - June 30, 2015
Dear Sir/Madam:
I have been retained by NanoTech Entertainment, Inc., a Nevada corporation ("Company"
, for the purpose ofrendering this letter to OTC Markets Group Inc. ("OTC Markets" with respect to the information publiclydisclosed by the Company and published in the OTC Disclosure and News Service. OTC Markets is entitledto rely on this letter in determining whether the Company has made adequate current information publiclyavailable within the meaning of Rule 144(c)(2) under the Securities Act of 1933, as amended ("Securities Act" .
I hereby represent that I am a U.S. resident. I am licensed to practice law in the State of Louisiana and I ampermitted to practice before the U.S. Securities and Exchange Commission ("SEC" ; I have not been prohibitedfrom practice before them. As such, I am permitted to opine on the federal laws of the United States. I have beenretained by the Company for the purpose of rendering this letter and related matters solely for the purpose ofreviewing the current information supplied by the Company.
In connection with rendering this opinion, I have investigated such corporate records and other documents, andsuch questions of law as counsel considered necessary or appropriate for purposes of rendering this letter. Inexamining the documents, I have assumed the genuineness of signatures (both manual and conformed), theauthenticity of documents submitted as originals, the conformity with originals of all documents furnished ascopies, the correctness of facts set forth in such documents, due authority and capacity of all parties executingdocuments on behalf of parties other than the Company and that all documents constitute valid and legallybinding obligations of the parties enforceable according to their terms. I have relied on information obtainedfrom public officials, officers of the Company and other sources. I have no reason to believe that records,certificates or documents of the Company (that I have reviewed) are not accurate, authentic or reliable.
Regarding this letter, I have reviewed the following documents containing the Information that are publicly available through the OTC Disclosure & News Service published at http://www.otcmarkets.com/stock/NTEK/filingsin connection with the preparation of this letter:
PublishedReport TitlePeriod End Date
Oct 4, 2015 Officer/Director Disclosure- Yearly Disclosure Jun 30, 2015
Oct 4, 2015 Annual Report- Annual Financials Jun 30, 2015
Based on the examination and inquiry set forth above, I am of opinion that the Information: (a) constitutes"adequate current public information" concerning the common stock of the Company quoted on the OTCMarkets ("Securities" and the Company itself, and "is available" within the meaning of Rule 144(c)(2) under theSecurities Act; (b) includes all of the information that a broker-dealer would be required to obtain from theCompany to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of1934, as amended ("Exchange Act" ; (c) complies as to form with the OTC Markets Group's OTC Pink
OTC Markets Group, Inc.
October 28, 2015
Page 2
Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com; and (d) has been publishedthrough the OTC Disclosure and News Service.
The financial statements are not audited and were prepared by Karen Davis who has been employed by theCompany since March, 2013 and currently serves the Company in the role of Financial Manager. Ms. Davis isresponsible for maintaining the company's books and financial records and handles all of the Company’s financialaffairs. She and her staff also handle all payroll, tax and reporting functions at the Company. Ms. Davis hasworked in the accounting field for the past 20 years at several silicon valley companies. She is currently workingwith the outside CPA’s who will be taking over the preparation of future financial statements as the companyworks toward the completion of audited financials. She has also worked with the Company's former accountingand audit firms, as well as the current accounting and audit firms on the preparation and filings of all of theCompany's prior financial statements including quarterly financial statements and annual financial statements thathave been posted through the OTC Disclosure and News Service.
The Company's transfer agent is ClearTrust LLC (" Transfer Agent" . The Transfer Agent is registered with theSEC. To confirm the number of outstanding shares set forth in the Information, the undersigned relied oninformation provided to the undersigned by the transfer agent, including issuance and balance reports. Inaddition, the undersigned relied on information provided by the Company, including subscription and otheragreements and corporate resolutions.
I have previously personally met with management and all of the directors of the Company, have reviewed theInformation published by the Company through OTC Disclosure News Service, and have discussed theInformation with management and all of the directors of the Company.
To my best knowledge, after inquiry of management and the directors of the Company, neither the Company,its officers and directors, any holder of 5% or more of the securities of the Company, nor this counsel is currentlyunder investigation by any federal or state regulatory authority for any violation of federal or states securities laws.
This letter is being delivered to OTC Markets for its sole use and benefit and is not to be used, circulated, quotedor otherwise referred to or relied upon for any other purpose without express written consent, except that OTCMarkets has full and complete permission and rights to publish this letter through the OTC Disclosure and NewsService for viewing by the public and regulators. This letter may not be filed with any governmental agency, otherentity or person, without my advance, written consent.
It is understood that I express no opinion as to the applicability to or compliance with any state securities lawsand regulations. In addition, this letter is given as of the date set forth above and is restricted to the stated factsand circumstances presented to me and described herein, and that any other or different facts and circumstancemight require a different letter by me. I assume no, and hereby disclaim any, obligation to update or supplementthis letter to reflect any facts or circumstances that may hereafter come to my attention or any chances in lawsthat may hereafter occur.
Yours very truly,
M. Stephen Roberts
NANOTECH OTC Markets Atty Ltr 2015-6-30_YE.wpd
Attorney at Law
6513 Perkins Road
Baton Rouge, Louisiana 70808
(225) 389-8300
Email: steve@steverobertslaw.com
October 28, 2015
OTC Markets Group Inc.
304 Hudson Street, 2nd FloorNew York, New York 10013
Re:NanoTech Entertainment, Inc. (NTEK)
Annual Report - June 30, 2015
Dear Sir/Madam:
I have been retained by NanoTech Entertainment, Inc., a Nevada corporation ("Company"
, for the purpose ofrendering this letter to OTC Markets Group Inc. ("OTC Markets" with respect to the information publiclydisclosed by the Company and published in the OTC Disclosure and News Service. OTC Markets is entitledto rely on this letter in determining whether the Company has made adequate current information publiclyavailable within the meaning of Rule 144(c)(2) under the Securities Act of 1933, as amended ("Securities Act" . I hereby represent that I am a U.S. resident. I am licensed to practice law in the State of Louisiana and I ampermitted to practice before the U.S. Securities and Exchange Commission ("SEC"
; I have not been prohibitedfrom practice before them. As such, I am permitted to opine on the federal laws of the United States. I have beenretained by the Company for the purpose of rendering this letter and related matters solely for the purpose ofreviewing the current information supplied by the Company. In connection with rendering this opinion, I have investigated such corporate records and other documents, andsuch questions of law as counsel considered necessary or appropriate for purposes of rendering this letter. Inexamining the documents, I have assumed the genuineness of signatures (both manual and conformed), theauthenticity of documents submitted as originals, the conformity with originals of all documents furnished ascopies, the correctness of facts set forth in such documents, due authority and capacity of all parties executingdocuments on behalf of parties other than the Company and that all documents constitute valid and legallybinding obligations of the parties enforceable according to their terms. I have relied on information obtainedfrom public officials, officers of the Company and other sources. I have no reason to believe that records,certificates or documents of the Company (that I have reviewed) are not accurate, authentic or reliable.
Regarding this letter, I have reviewed the following documents containing the Information that are publicly available through the OTC Disclosure & News Service published at http://www.otcmarkets.com/stock/NTEK/filingsin connection with the preparation of this letter:
PublishedReport TitlePeriod End Date
Oct 4, 2015 Officer/Director Disclosure- Yearly Disclosure Jun 30, 2015
Oct 4, 2015 Annual Report- Annual Financials Jun 30, 2015
Based on the examination and inquiry set forth above, I am of opinion that the Information: (a) constitutes"adequate current public information" concerning the common stock of the Company quoted on the OTCMarkets ("Securities"
and the Company itself, and "is available" within the meaning of Rule 144(c)(2) under theSecurities Act; (b) includes all of the information that a broker-dealer would be required to obtain from theCompany to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of1934, as amended ("Exchange Act" ; (c) complies as to form with the OTC Markets Group's OTC Pink OTC Markets Group, Inc.
October 28, 2015
Page 2
Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com; and (d) has been publishedthrough the OTC Disclosure and News Service.
The financial statements are not audited and were prepared by Karen Davis who has been employed by theCompany since March, 2013 and currently serves the Company in the role of Financial Manager. Ms. Davis isresponsible for maintaining the company's books and financial records and handles all of the Company’s financialaffairs. She and her staff also handle all payroll, tax and reporting functions at the Company. Ms. Davis hasworked in the accounting field for the past 20 years at several silicon valley companies. She is currently workingwith the outside CPA’s who will be taking over the preparation of future financial statements as the companyworks toward the completion of audited financials. She has also worked with the Company's former accountingand audit firms, as well as the current accounting and audit firms on the preparation and filings of all of theCompany's prior financial statements including quarterly financial statements and annual financial statements thathave been posted through the OTC Disclosure and News Service.
The Company's transfer agent is ClearTrust LLC (" Transfer Agent"
. The Transfer Agent is registered with theSEC. To confirm the number of outstanding shares set forth in the Information, the undersigned relied oninformation provided to the undersigned by the transfer agent, including issuance and balance reports. Inaddition, the undersigned relied on information provided by the Company, including subscription and otheragreements and corporate resolutions. I have previously personally met with management and all of the directors of the Company, have reviewed theInformation published by the Company through OTC Disclosure News Service, and have discussed theInformation with management and all of the directors of the Company.
To my best knowledge, after inquiry of management and the directors of the Company, neither the Company,its officers and directors, any holder of 5% or more of the securities of the Company, nor this counsel is currentlyunder investigation by any federal or state regulatory authority for any violation of federal or states securities laws.
This letter is being delivered to OTC Markets for its sole use and benefit and is not to be used, circulated, quotedor otherwise referred to or relied upon for any other purpose without express written consent, except that OTCMarkets has full and complete permission and rights to publish this letter through the OTC Disclosure and NewsService for viewing by the public and regulators. This letter may not be filed with any governmental agency, otherentity or person, without my advance, written consent.
It is understood that I express no opinion as to the applicability to or compliance with any state securities lawsand regulations. In addition, this letter is given as of the date set forth above and is restricted to the stated factsand circumstances presented to me and described herein, and that any other or different facts and circumstancemight require a different letter by me. I assume no, and hereby disclaim any, obligation to update or supplementthis letter to reflect any facts or circumstances that may hereafter come to my attention or any chances in lawsthat may hereafter occur.
Yours very truly,
M. Stephen Roberts
NANOTECH OTC Markets Atty Ltr 2015-6-30_YE.wpd
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