SCOTT D. OLSON ESQ.

ATTORNEY AT LAW

January 5, 2022

OTC Markets Group, Inc.

300 Vesey Street, 12th Floor

New York, NY 10282

2 7 4 B R O A D W A Y C O S T A M E S A , C A 9 2 6 2 7 3 1 0 . 9 8 5 . 1 0 3 4

S D O E S Q @ G M A I L . C O M

Re:

Attorney Letter with respect to adequate Current Information of Peer to Peer

Network (PTOP) for the fiscal years-ended September 30, 2019 and 2020.

Dear Sir or Madam:

I have been retained as an attorney serving as general counsel of PTOP and to render this Letter of Counsel for the purpose of determining whether PTOP has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933 (this "Letter"). I am a US resident, am authorized to practice law in California, and am permitted to practice before the US Securities and Exchange Commission ("SEC") and have not been prohibited from practice thereunder. This Letter is provided pursuant to the laws of Nevada and the United States.

I have examined such corporate records and other documents and such questions of law as I have considered necessary or appropriate for the purposes of rendering this Letter. I have reviewed specific documents concerning PTOP and its securities (the "Information") in connection with the preparation of this Letter. I believe all sources of the Information to be reliable. The Information is listed below with the date it was posted through OTC Disclosure & News Service, if applicable:

  • PTOP's Amended Annual Report for the years ended September 30, 2019 and 2020, posted on January 3, 2022
  • PTOP's Amended Quarterly Reports for quarters ending December 31, 2020, March 31, 2021 and June 30,2021 posted on January 3, 2022.
  • Corporate minutes of the meetings of PTOP's board of directors and shareholders
  • PTOP's bylaws and articles of incorporation
  • Other related corporate information as were necessary and provided by the PTOP's officers and transfer agent

As to matters of fact, I have relied on information obtained from public officials, officers and directors of PTOP and other source, and these sources are believed to be reliable.

Based on the foregoing review and other matters set forth herein, I am of the opinion that the Information

  1. constitutes "adequate current public information" concerning PTOP and its securities, and "is available" within the meaning of Rule 144(c)(2) of the Securities Act of 1933, (ii) includes all the information that a broker-dealer would be required to obtain from PTOP to publish a quotation for PTOP's securities pursuant to Rule 15c2-11 of the Securities Exchange Act of 1934, (iii) complies as to form with the OTC Markets Group's OTC Pink Disclosure Guidelines, which are located on the internet at www.otcmarkets.com, and (iv) has been posted through the OTC Disclosure and News Service.

Shamar Tobias, of the firm Blue Chip Accounting LLC, is responsible for the preparation of PTOP's financial statements contained in the Information. Mr. Tobias, is a CPA is an independent third party and has no interests in the company. The firm is registered with the Public Company Accounting Oversight Board (PCAOB) and Mr. Tobias' office is located at 8475 S. Eastern Ave. Suite 200, Las Vegas, NV 89123. The financial statements have not been audited.

PTOP's transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Dr., Henderson, NV 89014, and which is registered with the SEC. I relied upon information provided by Empire Stock Transfer to confirm the number of outstanding shares set forth in the Information.

I have personally met with Joshua Sodaitis, sole officer and director of PTOP via conference calls. I have reviewed the Information published by PTOP through the OTC Disclosure & News Service and discussed the Information with Mr. Sodaitis.

To the best of my knowledge, after inquiry, except for the foregoing as to Christopher Esposito, neither PTOP, nor any 5% holder, nor counsel, is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.

  • Mr. Christopher Esposito (5% holder of PTOP as of December 2020) has answered as follows:

1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

Christopher Esposito -- Yes

2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person's involvement in any type of business, securities, commodities, or banking activities;

Christopher Esposito -- Yes

3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or

Christopher Esposito -- Yes

PTOP has disclosed that it is not a shell company as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934.

I have not received, nor have any agreement to receive in the future, any shares of PTOP common stock as payment for services.

I am not currently, nor have I been in the past five years, the subject of an investigation, hearing, or

P A G E 2

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.

I am not currently, nor have I been in the past five years, suspended or barred from practicing in any state or jurisdiction, and have not been charged in a civil or criminal case.

OTC Markets Group, Inc. ("OTC Markets Group") is entitled to rely on this Letter in determining whether PTOP has made adequate current information publicly available with the meaning of Rule 144(c)(2) of the Securities Act of 1933. No person or entity other than OTC Markets Group is entitled to rely upon this Letter. OTC Markets Group is granted full and complete permission and rights to publish this Letter via the OTC Disclosure & News Service for viewing by the public and regulators.

I express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied from this Letter. The opinions expressed herein are given as of

the date of this Letter, and I disclaim any obligation to advise of any changes in any matter set forth herein.

If you have any questions or comments, or require any additional information, do not hesitate to contact me at your convenience.

Very truly yours,

Scott D. Olson Esq.

P A G E 3

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Mobicard Inc. published this content on 05 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 January 2022 19:57:04 UTC.