BUSINESS LEGAL ADVISORS, LLC

14888 Auburn Sky Drive, Draper, UT 84020

Brian Higley

(801) 634-1984

Attorney at Law

brian@businesslegaladvisor.com

Licensed in Utah

November 2, 2021

OTC Markets Group

304 Hudson Street 3rd Floor

New York, New York 10013

Re:

Curtiss Motorcycle Company, Inc. - Attorney Letter with Respect to Current Information for 2020

and 2021 Annual Reports

To Whom It May Concern:

Business Legal Advisors, LLC, a Utah limited liability company ("Counsel"), is, at this time, acting as outside corporate and securities counsel for Curtiss Motorcycle Company, Inc., a Delaware corporation (the "Issuer"), for purposes of rendering this letter ("Letter") to OTC Markets Group, Inc. ("OTC Markets Group") as to the Issuer's compliance with the Disclosure Statement requirements pursuant to the OTC Pink Basic Disclosure Guidelines. OTC Markets Group is entitled to rely on this Letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933 (the "Securities Act").

Concurrent with drafting this Letter, Counsel has examined such corporate records and other documents and such questions of law as it considered necessary or appropriate for purposes of rendering this Letter. In connection with the preparation of this Letter, Counsel has reviewed the following specific documents concerning the Issuer and its securities (the "Information"), which Information is publicly available through the OTC Disclosure & News Service:

  • 2020 Annual Disclosure Statement, as amended, pursuant to the OTC Pink Basic Disclosure Guidelines posted to the OTC Disclosure & News Service on or about September 8, 2021.
  • 2021 Annual Disclosure Statement, as amended, pursuant to the OTC Pink Basic Disclosure Guidelines posted to the OTC Disclosure & News Service on or about November 2, 2021.
  • Audited Financial Statements for the years ended March 31, 2020 and 2021 posted to the OTC Disclosure & News Service on or about September 16, 2021.
  • Quarterly Report - Disclosure Statement, as amended, pursuant to the OTC Pink Basic Disclosure Guidelines posted to the OTC Disclosure & News Service on or about November 2, 2021 with attached Financial Statements for the quarter ended June 30, 2021.

In addition, Counsel has: (i) communicated with management and a majority of the directors of the Issuer; namely (a) H. Matthew Chambers, Chief Executive Officer, Chairman, and Director, and Pamela Miller, Director (via Zoom on September 8, 2021); and (b) reviewed the Information published by the Issuer through the OTC Disclosure & News Service; and (iii) discussed the Information with management and a majority of the directors of the Issuer.

As to matters of fact, Counsel has relied on information obtained from public officials, officers of the Issuer, and other sources. Counsel believes that such information or sources are reliable.

The Issuer's transfer agent (the "Transfer Agent") is Pacific Stock Transfer Company, 6725 via Austi Parkway, #300, Las Vegas, NV 89119. The Transfer Agent is registered with the Securities and Exchange Commission (the "SEC"). The method used by us to confirm the number of outstanding shares was a review of the shareholder list received from management and the Issuer's public filings.

The Issuer's financial statements were compiled by Candice Bellau, New Orleans, Louisiana (the "Financial Statements"). The Financial Statements were audited by SetApart Financial Services. Ms. Bellau is founder and President of Kramerica Business Solutions. Prior to founding Kramerica, Ms. Bellau worked for other consulting firms providing outsourced CFO/Controller and Accounting services. She has worked extensively for private firms in the area of General Management overseeing operations and streamlining procedures. As well as founding Kramerica, Ms. Bellau also currently serves as CFO of a private company. Ms. Bellau graduated from Dowling College with a BBA in Accounting and an MBA in Corporate Finance. Ms. Bellau has represented to me that the Financial Statements were prepared in accordance with U.S. Generally Accepted Accounting Principles.

To the best knowledge of Counsel, after inquiry of management and the directors of the Issuer, neither the Issuer nor any 5% shareholder of the Issuer nor Counsel is currently under investigation by any federal or state regulatory authority for any violations of federal or state securities laws. This belief is based upon a review of the Issuer's public filings, representations from and conversations with management, and general internet database inquiries.

The Issuer is not currently a "shell company."

Caveat Emptor

The Issuer has been given the Caveat Emptor designation. Accordingly, the following information is provided:

Name of

Affiliation with

Residential

Number of

Share

Ownership

Note

Officer/Director

Company (e.g.

Address

shares

type/class

Percentage of

or Control

Officer/Director/Owner

(City / State

owned

Class

Person

of more than 5%)

Only)

Outstanding(1)

H. Matthew

Chairman and CEO

Birmingham,

14,741,108(2)

Common

25.44%

2,633,220

Chambers

AL

Stock

shares

1(2)

Series A

100%

owned

Preferred

RSC

Stock

Affiliated

Businesses,

LLC

James Hoegh

Director

Sunbry, PA

1,277,499(3)

Common

2.20%

116,279

Stock

shares held

in an IRA

for the

benefit of

Mr. Hoegh

Pamela Miller

Director and Secretary

Birmingham,

920,472(4)

Common

1.59%

AL

Stock

Antonio Ignacio

>5% Owner

Hidalgo CP

3,100,000(5)

Common

5.35%

Escudero

Mexico

Stock

Chavez

James Cole

>5% Owner

Greenwood,

3,350,000(6)

Common

5.78%

IN

Stock

Jason Cohen

>5% Owner

Rumson, NJ

5,824,998(7)

Common

10.05%

Stock

Optimum

>5% Owner

NEW

6,234,412(8)

Common

10.76%

Arun

Solution PTE.

DELHI -

Stock

Pandey

Ltd.

INDIA

controls

this entity

  1. Based on 57,938,401 shares of Common Stock and one share of Series A Preferred Stock outstanding as of September 1, 2021.
  2. Mr. Chambers received his shares as follows:
    1. On August 19, 2015, Mr. Chambers received 2,090,000 shares of the Issuer for past unpaid wages, past director fees, and as incentive to extend his contract an additional 2.5 years.
    2. On July 13, 2017, Mr. Chambers received 1,680,000 shares of the Issuer for forgiveness of accrued and unpaid past-due salary, bonus, and director services.
    3. On January 11, 2018, Mr. Chambers received an aggregate of 8,337,888 shares of the Issuer for forgiveness of accrued and unpaid past-due salary, bonus, and director services.
    4. On August 19, 2015, RSC Affiliated Businesses, LLC received 2,633,220 shares of the Issuer for the re-issuance of a lost share certificate.
    5. On November 20, 2017, Mr. Chambers received one share of Series A Preferred Stock of the Issuer for director services and loan guarantee.
  3. Mr. Hoegh received his shares as follows:
    1. On February 24, 2016, Mr. Hoegh received 200,000 shares of the Issuer for $15,000.
    2. On May 20, 2016, Mr. Hoegh received 36,220 shares of the Issuer for purchase price adjustment of previous investment.
    3. On January 11, 2018, Mr. Hoegh received 350,000 shares of the Issuer for director services.
    4. On December 12, 2018, Mr. Hoegh received 100,000 shares of the Issuer for consulting services.
    5. On April 16, 2019, Mr. Hoegh received 125,000 shares of the Issuer for director services.
    6. On November 25, 2019, Mr. Hoegh received 350,000 shares of the Issuer for director services.
    7. On January 14, 2013, an IRA for the benefit of Mr. Hoegh received 116,279 shares of the Issuer for $50,000.
  4. Ms. Miller received her shares as follows:
    1. On May 20, 2016, Ms. Miller received 220,472 shares of the Issuer for a loan to the Issuer.
    2. On January 11, 2018, Ms. Miller received 350,000 shares of the Issuer for director services.
    3. On November 25, 2019, Ms. Miller received 350,000 shares of the Issuer for director services.
  5. Mr. Chavez received his shares as follows:
    1. On April 9, 2015, Mr. Chavez received 3,100,000 shares of the Issuer for $387,500.
  6. Mr. Cole received his shares as follows:
    1. On March 3, 2015, Mr. Cole received 100,000 shares of the Issuer for $25,000.
    2. On January 16, 2019, Mr. Cole received 250,000 shares of the Issuer $50,000.
    3. On September 29, 2020, Mr. Cole received 3,000,000 shares of the Issuer for $150,000.
  7. Mr. Cohen received his shares as follows:
    1. On July 17, 2014, Mr. Cohen received 800,000 shares of the Issuer for $200,000.
    2. On May 20, 2016, Mr. Cohen received 1,399,998 shares of the Issuer for $88,899.
    3. On May 29, 2018, Mr. Cohen received 500,000 shares of the Issuer for $100,000.
    4. On February 7, 2019, Mr. Cohen received 125,000 shares of the Issuer for $25,000.
    5. On September 29, 2020, Mr. Cohen received 3,000,000 shares of the Issuer $150,000.
  8. Optimum Solution PTE. Ltd. ("Optimum") received its shares as follows:
    1. On January 29, 2014, Optimum received 3,117,206 shares of the Issuer $500,000.
    2. On October 30, 2014, Optimum received 3,117,206 shares of the Issuer $500,000.

All of the shares issued to the individuals and entities in the table above (the "Insiders"), both common and preferred, contained a legend stating that the securities have not been registered under the Securities Act of 1933, as amended, and setting forth or referring to restrictions on transferability and sale of the securities.

None of the individuals or entities involved in the preparation of the Information (including the Financial Statements) have received nor been promised any securities of the Issuer as compensation for their services.

I have made specific inquiry of the Insiders and, based upon such inquiries and other information available to me, any sales of the Issuer's securities by any of the Insiders within the 12-month period prior to this opinion have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to my attention indicating that any of the Insiders is in possession of any material non-public information regarding the Issuer or the securities that would prohibit any of them from buying or selling the securities under Rules 10b-5 or 105-1 under the Exchange Act. In point of fact, no actual sales by Insiders occurred during this period.

I have confirmed with management that management is not aware of any promotional activity concerning the Issuer's stock within the previous two years.

The Information: (i) constitutes adequate current public information concerning the Issuer and the shares of common stock of the Issuer (the "Securities") and the Issuer and is available within the meaning of Rule 144(c)(2) under the Securities Act; (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 of the Securities Exchange Act of 1934 (the "Exchange Act"); (iii) complies as to form with the OTC Markets Group's Pink Basic Disclosure Guidelines, which are located on the Internet at www.otcmarkets.com; and (iv) has been posted through the OTC Disclosure & News Service.

Moreover, Counsel: (i) is a resident of the United States, (ii) is admitted to practice law in the State of Utah,

  1. is permitted to practice before the SEC and has not been prohibited from practice thereunder, (iv) has not received, and does not have an agreement to receive in the future, shares of the Issuer's securities, in payment for services, and
  1. is not now, or in the past five years, been suspended or barred from practicing in any state or jurisdiction, has not been charged in a civil or criminal case, has not 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.

No person other than OTC Markets Group is entitled to rely on this Letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act. However, in connection therewith, OTC Markets Group is granted full and complete permission to publish the Letter through the OTC Disclosure & News Service for public viewing.

We are opining herein as to the United States federal securities laws, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. In addition, the opinions expressed in this Letter are given as of the date of this Letter and Counsel disclaims any obligation to advise OTC Markets Group of any change in any matter set forth herein.

Sincerely,

Verified by pdfFiller

Brian Higley

Brian02/09/2022Higley, Esq.

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Curtiss Motorcycles Company Inc. published this content on 10 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2022 01:28:01 UTC.