18305 Biscayne Blvd.
Suite 200
Aventura, FL 33160
JONATHAN D. LEINWAND, P.A.
Tel: (954) 903-7856
Fax: (954) 252-4265
E-mail:jonathan@jdlpa.com
April 21, 2022
OTC Markets Group, LLC
300 Vesey Street, 12th Floor New York, New York 10282
Re:Biolife Sciences Inc.
Opinion of Counsel regarding adequate current informationDear Sir or Madam:
This firm has been retained by Biolife Sciences Inc. ("BLFE" or the "Company") for the purpose of preparing this Opinion of Counsel, applying the applicable laws of the United States, regarding its corporate operations and level of disclosure of corporate information with regard to the Pink OTC Markets Disclosure Guidelines.
In the course of preparing this opinion, counsel has reviewed the following documents relating to the Company (together with the date they were posted through the OTC Disclosure and News Service, if applicable):
PUBLISH | TITLE | PERIOD END |
DATE | DATE | |
04/20/2022 | Interim Financial Report-Interim Financial Report | 02/28/2022 |
for the Period ended February 22, 2022 | ||
03/15/2022 | Annual Report- Annual Report for the year ended | 11/30/2021 |
November 30, 2021 | ||
10/20/2021 | Quarterly Report-Quarterly Report-Period ended | 08/31/2021 |
August 31, 2021 | ||
07/20/2021 | Quarterly Report-Quarterly Report-Period ended | 05/31/2021 |
May 31, 2021 | ||
04/22/2021 | Quarterly report-Quarterly Report-BLFE-Quarterly | 02/28/2021 |
Report-Period ended February 28, 2021(Amended) | ||
04/19/2021 | Quarterly report-Quarterly Report-BLFE-Quarterly | 02/28/2021 |
Report-Period ended February 28, 2021 | ||
03/30/2021 | Annual Report - Annual Report for the year end | 11/30/2020 |
November 30, 2020 | ||
10/21/2020 | Quarterly Report - BLFE-Quarterly Report - | 08/31/2020 |
Amended - Period ended August 31, 2020 | ||
07/27/2020 | Quarterly Report - Quarterly Report | 05/31/2020 |
April 21, 2022 BLFE/OTC Markets Page 2 of 3
07/15/2020 | Notification of Late Filing - Notification of Late | 05/31/2020 |
Filing | ||
04/13/2020 | Quarterly Report - Quarterly Report | 02/29/2020 |
Counsel has also examined other related corporate information as necessary and information provided by the Company's management for the purposes of this letter.
Additionally, counsel has personally conferred with Justin De Four the Company's CEO and Director, Nataliya Hearn, Brian Morales, and Nika Jasic, company directors, and discussed the information contained in the Company's disclosure statements.
The opinions and conclusions contained in this Opinion Letter are based upon documentation and facts made available to this firm and are solely based on the accuracy of those documents and facts. All such information is believed to be accurate and reliable. In the event that the facts and information in any or all of such documents are determined not to be true, this opinion is rescinded to and to be deemed null and void. Counsel has discussed the above documentation, and the underlying assumptions this firm is relying upon, with the management of the Company.
The Company has 500,000,000 (Five Hundred Million) authorized common shares of which 57,144,751 shares are issued and outstanding as of the date hereof. The Company's fiscal year end is November 30.
The party responsible for the preparation of the unaudited financial statements of the Company is Justin De Four, the Company's CEO and Director and Brian Morales, the Company's Director.
The Company's Transfer Agent is:
Signature Stock Transfer
14673 Midway Road - Suite 220 Addison, TX 75001
An inquiry to the transfer agent was the source of confirmation of the Company's shares outstanding. Additionally, a search of the SEC's EDGAR system confirmed that Signature Stock Transfer is a registered transfer agent.
Further, pursuant to an inquiry of management and directors of the corporation, to the best of this firm's knowledge, neither the Company nor any person or entity holding at least five percent (5%) of the corporation's stock is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities law.
The Company states that it is not a shell company as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Securities Exchange Act of 1934.
No person or entity other than OTC Markets is entitled to rely upon this opinion. OTC Markets, however, is granted full and complete permission and rights to publish this document via the OTCApril 21, 2022 BLFE/OTC Markets Page 3 of 3
Disclosure and News Service for viewing by the general public and regulators. The public and OTC Markets Group may rely on the above in determining whether the Company has made adequate current information publicly available within the meaning of Rule 144(c)(2) of the Securities Act of 1933. The information that has been posted via OTC Disclosure and News Service constitutes adequate current public information, is available within the meaning of S.E.C. Rule 144(c)(2) of the Securities Act, includes all the information that a broker-dealer would be required to obtain from an issuer in order to publish a quotation for its securities pursuant to Rule 15c2-11 under the Securities Exchange Act of 1934, and complies as to form with the OTC Markets Guidelines for Providing Adequate Current Information.
The author of this letter has been admitted to practice in the State of Florida and is resident of the United States. The opinions expressed herein are in reference to the laws of the United States. The undersigned counsel is permitted to practice before the Securities and Exchange Commission and has not been prohibited from practice before the Commission. Counsel is not currently, nor has in the past five years, been the subject of an investigation, hearing, or proceeding by the SEC, the U.S Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), or any other federal, state, or foreign regulatory agency. Additionally, during the last five years counsel has not been suspended or barred from practicing in any state or jurisdiction and has not been charged in a civil or criminal case.
Counsel does not own any of the Company's securities and has no agreement to receive any of the Company's securities in the future
Very Truly Yours,
JONATHAN D. LEINWAND, P.A.
By: ____________________________
Jonathan D. Leinwand, Esq.
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Biolife Sciences Inc. published this content on 21 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 April 2022 17:54:06 UTC.