April 13, 2022

VIA ELECTRONIC MAIL

OTC Markets Group Inc. 300 Vesey Street, 12th Floor New York, NY 10282

RE:ATTORNEY LETTER WITH RESPECT TO CURRENT INFORMATION - HPST

To Whom It May Concern:

This office has been retained by Hempstract Inc., a Nevada Corporation, with its principal office located at 11728 Rd. U SE, Warden, WA 98857, (the "Issuer") for the specific purpose of rendering this letter. Only OTC Markets Group is entitled to rely on this letter and publish in determining whether it has made adequate current information publicly available on its website within the meaning of Rule 144(c)(2) under the Securities Act of 1933. OTC Markets Group is granted full and complete permission and rights to publish this letter through the OTC Disclosure & News Service for public viewing.

I am a U.S. Resident and licensed to practice law in the states of Texas and Oklahoma. I am permitted to practice before the Securities and Exchange Commission (SEC) and have not, at any time, been prohibited from practice thereunder. The jurisdictions covered by this letter include the laws of the United States of America. I have not currently, nor have been in the past five years, suspended or barred from practicing in any state or jurisdiction, nor charged in a civil or criminal case. I am independent counsel retained solely for the purpose of reviewing the current information supplied by the issuer. I do not beneficially own any shares of the Issuer's securities. I have not received, nor have an agreement to receive in the future, shares of the Issuer's stock, in payment for services.

I have examined such corporate records and other documents, and such questions of law that I have considered necessary or appropriate for the purposes of rendering this letter. I have also spoken to Richard Hawkins, Security of the Issuer. The documents that I have reviewed ("Information") include, but are not limited to:

OTC Disclosures

OTC Publish Date Title

04/13/2022 Annual Report - 2021 Annual Disclosure & Financials

Period End Date 12/31/2021

As to matters of fact, I have relied on information obtained from public officials, officers and directors of the Issuer and other source, and these sources are believed to be reliable. In examining the Information, I have assumed that:

  • 1) All statements and representations contained therein were accurate and reliable;

  • 2) All signatures contained therein were genuine;

  • 3) All documents submitted to me were true and accurate copies; and

  • 4) All natural persons who signed documents had the legal capacity to do so.

    Based on the foregoing review and other matters set forth herein, it is my opinion that the Information (i)

constitutes "adequate current public information" concerning the Securities and the Issuer; (ii) has been made publicly available within the meaning of Rule 144(c)(2) under the Securities Act; (iii) includes all of the informationthat a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the "Exchange Act"); (iv) complies as to form with the OTC Markets Group's Pink Basic Disclosure Guidelines; and (v) has been posted through the OTC Disclosure & News Service.

The individual responsible for the preparation of the Disclosure Statement contained in the Information was Richard Hawkins, the President, who I have also personally communicated with.

The Issuer's transfer agent is Action Stock Transfer, which is registered with the Securities and Exchange Commission. I relied upon information provided by Action Stock Transfer to confirm the number of outstanding shares set forth in the Information.

To the best of my knowledge, after inquiry of management and the directors of the Issuer, the Issuer, 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.

The Issuer 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.

No person other than the OTC Markets Group is entitled to rely on this letter; however, OTC Markets Group is granted full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for public viewing.

This letter is meant to cover and speak in regard to the Issuer's fiscal year 2021 only and shall not apply for any other period.

Sincerely,

John J. Brannelly

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Hempstract Inc. published this content on 14 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2022 13:25:02 UTC.