Audited Financial Soon
M. STEPHEN ROBERTS Attorney at Law 6513 Perkins Road Baton Rouge, Louisiana 70808 (225) 389-8300 Email: steve@steverobertslaw.com November 2, 2016 OTC Markets Group Inc. 304 Hudson Street, 2nd Floor New York, New York 10013 Re: NanoTech Entertainment, Inc. (NTEK) Annual Report - June 30, 2016 Dear Sir/Madam: I have been retained by NanoTech Entertainment, Inc., a Nevada corporation ("Company"
, for the purpose of rendering this letter to OTC Markets Group Inc. ("OTC Markets" with respect to the information publicly disclosed by the Company and published in the OTC Disclosure and News Service. OTC Markets 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, 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 am permitted to practice before the U.S. Securities and Exchange Commission ("SEC" ; I have not been prohibited from practice before them. As such, I am permitted to opine on the federal laws of the United States. I have been retained by the Company for the purpose of rendering this letter and related matters solely for the purpose of reviewing the current information supplied by the Company. In connection with rendering this opinion, I have investigated such corporate records and other documents, and such questions of law as counsel considered necessary or appropriate for purposes of rendering this letter. 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, the correctness of facts set forth in such documents, due authority and capacity of all parties executing documents on behalf of parties other than the Company and that all documents constitute valid and legally binding obligations of the parties enforceable according to their terms. I have relied on information obtained from 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/filings in connection with the preparation of this letter: Published Report Title Oct 3, 2016 Oct 3, 2016 Annual Report- 6/30/2016 Annual Disclosure Annual Report- 6/30/2016 Annual Financials Period End Date Jun 30, 2015 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 OTC Markets ("Securities" and the Company itself, and "is available" within the meaning of Rule 144(c)(2) under the Securities Act; (b) includes all of the information that a broker-dealer would be required to obtain from the Company to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934, as amended ("Exchange Act" ; (c) complies as to form with the OTC Markets Group's OTC PinkOTC Markets Group, Inc. November 2, 2016 Page 2 Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com; and (d) has been published through the OTC Disclosure and News Service. The financial statements are not audited and were prepared by Karen Davis who has been employed by the Company since March, 2013, and currently serves the Company in the role of Financial Manager. Ms. Davis is responsible for maintaining the company's books and financial records and handles all of the Company’s financial affairs. She and her staff also handle all payroll, tax and reporting functions at the Company. Ms. Davis has worked in the accounting field for the past 20 years at several silicon valley companies. She is currently working with the outside CPA’s who will be taking over the preparation of future financial statements as the company works toward the completion of audited financials. She has also worked with the Company's former accounting and audit firms, as well as the current accounting and audit firms on the preparation and filings of all of the Company's prior financial statements including quarterly financial statements and annual financial statements that have 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 the SEC. To confirm the number of outstanding shares set forth in the Information, the undersigned relied on information provided to the undersigned by the transfer agent, including issuance and balance reports. In addition, the undersigned relied on information provided by the Company, including subscription and other agreements and corporate resolutions. I have previously personally met with management and all of the directors of the Company, have reviewed the Information published by the Company through OTC Disclosure News Service, and have discussed the Information 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 currently under 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, quoted or otherwise referred to or relied upon for any other purpose without express written consent, except that OTC Markets has full and complete permission and rights to publish this letter through the OTC Disclosure and News Service for viewing by the public and regulators. This letter may not be filed with any governmental agency, other entity 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 laws and regulations. In addition, this letter is given as of the date set forth above and is restricted to the stated facts and circumstances presented to me and described herein, and that any other or different facts and circumstance might require a different letter by me. I assume no, and hereby disclaim any, obligation to update or supplement this letter to reflect any facts or circumstances that may hereafter come to my attention or any changes in laws that may hereafter occur. Yours very truly, M. Stephen Roberts NANOTECH OTC Markets Atty Ltr
M. STEPHEN ROBERTS Attorney at Law 6513 Perkins Road Baton Rouge, Louisiana 70808 (225) 389-8300 Email: steve@steverobertslaw.com November 2, 2016 OTC Markets Group Inc. 304 Hudson Street, 2nd Floor New York, New York 10013 Re: NanoTech Entertainment, Inc. (NTEK) Annual Report - June 30, 2016 Dear Sir/Madam: I have been retained by NanoTech Entertainment, Inc., a Nevada corporation ("Company"
, for the purpose of rendering this letter to OTC Markets Group Inc. ("OTC Markets" with respect to the information publicly disclosed by the Company and published in the OTC Disclosure and News Service. OTC Markets 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, 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 am permitted to practice before the U.S. Securities and Exchange Commission ("SEC" ; I have not been prohibited from practice before them. As such, I am permitted to opine on the federal laws of the United States. I have been retained by the Company for the purpose of rendering this letter and related matters solely for the purpose of reviewing the current information supplied by the Company. In connection with rendering this opinion, I have investigated such corporate records and other documents, and such questions of law as counsel considered necessary or appropriate for purposes of rendering this letter. 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, the correctness of facts set forth in such documents, due authority and capacity of all parties executing documents on behalf of parties other than the Company and that all documents constitute valid and legally binding obligations of the parties enforceable according to their terms. I have relied on information obtained from 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/filings in connection with the preparation of this letter: Published Report Title Oct 3, 2016 Oct 3, 2016 Annual Report- 6/30/2016 Annual Disclosure Annual Report- 6/30/2016 Annual Financials Period End Date Jun 30, 2015 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 OTC Markets ("Securities" and the Company itself, and "is available" within the meaning of Rule 144(c)(2) under the Securities Act; (b) includes all of the information that a broker-dealer would be required to obtain from the Company to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934, as amended ("Exchange Act" ; (c) complies as to form with the OTC Markets Group's OTC PinkOTC Markets Group, Inc. November 2, 2016 Page 2 Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com; and (d) has been published through the OTC Disclosure and News Service. The financial statements are not audited and were prepared by Karen Davis who has been employed by the Company since March, 2013, and currently serves the Company in the role of Financial Manager. Ms. Davis is responsible for maintaining the company's books and financial records and handles all of the Company’s financial affairs. She and her staff also handle all payroll, tax and reporting functions at the Company. Ms. Davis has worked in the accounting field for the past 20 years at several silicon valley companies. She is currently working with the outside CPA’s who will be taking over the preparation of future financial statements as the company works toward the completion of audited financials. She has also worked with the Company's former accounting and audit firms, as well as the current accounting and audit firms on the preparation and filings of all of the Company's prior financial statements including quarterly financial statements and annual financial statements that have 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 the SEC. To confirm the number of outstanding shares set forth in the Information, the undersigned relied on information provided to the undersigned by the transfer agent, including issuance and balance reports. In addition, the undersigned relied on information provided by the Company, including subscription and other agreements and corporate resolutions. I have previously personally met with management and all of the directors of the Company, have reviewed the Information published by the Company through OTC Disclosure News Service, and have discussed the Information 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 currently under 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, quoted or otherwise referred to or relied upon for any other purpose without express written consent, except that OTC Markets has full and complete permission and rights to publish this letter through the OTC Disclosure and News Service for viewing by the public and regulators. This letter may not be filed with any governmental agency, other entity 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 laws and regulations. In addition, this letter is given as of the date set forth above and is restricted to the stated facts and circumstances presented to me and described herein, and that any other or different facts and circumstance might require a different letter by me. I assume no, and hereby disclaim any, obligation to update or supplement this letter to reflect any facts or circumstances that may hereafter come to my attention or any changes in laws that may hereafter occur. Yours very truly, M. Stephen Roberts NANOTECH OTC Markets Atty Ltr
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