VIADERMA, INC. LASH WILCOX & GRACE PL
Attorneys and Counselors at Law
2202 WEST SHORE BLVD., STE. 200 TAMPA, FL 33607
phone 813.639.4205 fax 813.639.7501
Direct Dial: 813.639.4206 kgrace@lashwilcoxandgrace.com www.willtrustkengrace.com
December 18, 2021
To: OTC Markets Group Inc.
Re: ViaDerma, Inc. ("VDRM"): Sufficiency of Current Public Information Following Its Filing of the Quarterly Report for the Third Quarter of 2021
Dear OTC Market Group Inc. Professionals:
This firm has been retained to issue to you an opinion letter following review and analysis of ViaDerma, Inc. ("VDRM"), incorporated in Nevada with its principle place of business in California (hereafter referred to as "VDRM," the "Corporation," or "the "Issuer"). We have been requested as securities counsel to the Issuer, to render an opinion as to the sufficiency/adequacy of current public information (the "Opinion") in connection with publishings filed by the Issuer:
- in November 2021 (the 3rd quarter report, which was the most recent quarterly report containing both disclosures and financials, which included unaudited financial information for the 1st 2nd & 3rd quarters in 2021);
- in August of 2021 (annual reports-both disclosures and financials for 2018, 2019, & 2020 and quarterly reports-both disclosures and financials for the 1st 2nd & 3rd quarters of 2021), &
- previously in other reports and correspondence.
The reports that were filed by the Issuer with OTC Markets will be referred to herein as "Filings," pursuant to Rule 15c2-11(a)(5) of the Securities Exchange Act of 1934, and amended (the "Exchange Act") and Rule 144(c)2 under the Securities Act of 1933, as amended (the "Securities Act"). We have reviewed the Filings in connection with the preparation of this Opinion. Note: counsel has submitted the attorney letter agreement and did so on 12/10/21.
- This letter is addressed to OTC Markets Group Inc. ("OTC Markets Group") and OTC Markets Group is entitled to rely on this Letter/Opinion 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.
- Counsel is a U.S. resident and has been retained by the Issuer for the purpose of rendering this Letter/Opinion and related matters. This law firm/attorney was retained solely for the purpose of reviewing the current information supplied by the Issuer. Neither the law firm nor any of its partners, including but not limited to the undersigned, beneficially own any shares of the issuer's securities. Neither the law firm nor any of its partners, including but not limited to the undersigned, has received, or has an agreement with Issuer to receive in the future, shares of the Issuer's stock, in payment for services.
- Counsel has examined corporate records and other documents and such questions of law as counsel considered necessary or appropriate for purposes of rendering the letter.
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- Counsel is authorized to practice law in the State of Florida. Counsel is authorized to practice law in the jurisdictions covered by this Letter/Opinion, including opining on the laws of the United States. This Letter/Opinion does not rely on the work of other counsel.
- Counsel is permitted to practice before the Securities and Exchange Commission (the "SEC") and has not been prohibited from practice thereunder. Counsel is not currently been the subject of an investigation and has not 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.
- Counsel is not currently suspended or barred from practicing law in any state or jurisdiction and has not been in the past five years, suspended or barred from practicing in any state or jurisdiction. Counsel has not been charged in a civil or criminal case.
- Counsel is reasonably relying on information obtained from public officials, officers of the Issuer, and other sources, and those sources and documents are believed to be reliable.
- The following is the list of specific documents and dates that such documents were posted containing the information concerning the Issuer and the Securities that are publicly available through the OTC Disclosure & News Service, and Counsel has reviewed these items in connection with the preparation of the letter (the "Information").
11/12/2021 | Quarterly Report - Quarterly Report | 09/30/2021 | A | |||||
10/18/2021 | Attorney Letter with Respect to Current Information | 06/30/2021 | A | |||||
08/24/2021 | Annual Report - Amended and Restated 12/31/2019 | A | ||||||
08/24/2021 | Annual Report - Amended and Restated 12/31/2018 | A | ||||||
08/24/2021 | Quarterly Report - Quarterly Report | 06/30/2021 | A | |||||
08/24/2021 | Quarterly Report - Amended and Restated | 03/31/2021 | A | |||||
08/24/2021 | Annual Report - Amended and Restated 12/31/2020 | A | ||||||
08/24/2021 | Annual Report - Amended and Restated | 12/31/2019 | I | |||||
08/24/2021 | Annual Report - Amended and Restated | 12/31/2018 | I | |||||
08/12/2021 | Notification of Late Filing - Notification of Late Filing 06/30/2021 | A | ||||||
05/19/2021 | Attorney Letter with Respect to Current Information | 12/31/2020 | A | |||||
05/18/2021 | Quarterly Report - Quarterly Report | 03/31/2021 | I | |||||
05/18/2021 | Annual Report - Amended | 12/31/2020 | I | |||||
03/01/2021 | Annual Report - Annual Report | 12/31/2020 | I | |||||
02/26/2021 | Annual Report - Annual Report | 12/31/2020 | I | |||||
11/16/2020 | Quarterly Report - Quarterly Report | 09/30/2020 | A | |||||
08/18/2020 | Quarterly Report - Quarterly Report | 06/30/2020 | A | |||||
08/14/2020 | Notification of Late Filing - Notification of Late Filing 06/30/2020 | A | ||||||
06/29/2020 | Attorney Letter with Respect to Current Info - Amended | 12/31/2019 | A | |||||
06/29/2020 | Quarterly Report - Q1 2020 Amended 03/31/2020 | A | ||||||
06/29/2020 | Annual Report - 2019 Amended | 12/31/2019 | I | |||||
06/24/2020 | Attorney Letter with Respect to Current Info - Amended | 03/31/2020 | I | |||||
06/24/2020 | Attorney Letter with Respect to Current Info - Amended | 12/31/2019 | I | |||||
06/23/2020 | Quarterly Report - Quarterly Report Amended 03/31/2020 | I | ||||||
06/23/2020 | Annual Report - 2019 Annual Report Amended | 12/31/2019 | I | |||||
06/17/2020 | Attorney Letter with Respect to Current Information | 12/31/2019 | I | |||||
05/29/2020 | Interim Financial Report - Financial Statements and Footnotes | 03/31/2020 I | ||||||
05/29/2020 | Quarterly Report - Disclosure Statement | 03/31/2020 | I | |||||
02/24/2020 | Interim Financial Report - Interim Financial Report - Financial Statements and Footnotes, | |||||||
September 30, 2019 09/30/2019 A | ||||||||
02/24/2020 | Interim Financial Report - Interim Financial Report - Financial Statements and Footnotes, | |||||||
June 30, 2019 | 06/30/2019 A |
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9. The Information, specifically the Information in bold above, (i) constitutes "adequate current public information" concerning 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 under 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. Importantly, here, Issuer recently filed:
11/12/2021 | Quarterly Report - Quarterly Report | 09/30/2021 |
08/24/2021 | Quarterly Report - Quarterly Report | 06/30/2021 |
08/24/2021 | Quarterly Report - Amended and Restated | 03/31/2021 |
08/24/2021 | Annual Report - Amended and Restated | 12/31/2020 |
08/24/2021 | Annual Report - Amended and Restated | 12/31/2019 |
08/24/2021 | Annual Report - Amended and Restated | 12/31/2018 |
So on file are the: (a) financial statements for 2018, 2019, 2020 and the first three quarters for 2021; & (b) the annual disclosures for 2018, 2019, 2020 and the first three quarters for 2021.
- The person responsible for the preparation of the financial statements contained in the Information is Zia Choe. The financial statements are not audited. However, Zia Choe is a Certified Public Accountant licensed and in good standing with the State of California and is a partner at STK Financial.
- Issuer's transfer agent is Clear Trust, LLC, 16540 Pointe Village Dr. Ste. 205 Lutz, FL 33558; Phone: (813) 235-4490; Email: inbox@cleartrusttransfer.com. The Issuer's transfer agent, is registered with the SEC. We have communicated with the transfer agent by phone to confirm the number of outstanding shares set forth in the Information, and the information/number was correct.
- Counsel has: (i) personally met with management and a majority of the directors of the Issuer, and specifically Dr. Christopher Otiko; (ii) reviewed the Information, as amended, 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.
- To the best knowledge of counsel, after inquiry of management and the directors of the Issuer, the Company and Dr. Otiko are notcurrently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws.
- No person other than OTC Markets Group is entitled to rely on this Letter/Opinion, but OTC Markets Group has full and complete permission and rights to publish this Letter/Opinion through the OTC Disclosure & News Service for public viewing.
- ViaDerma, Inc. does not appear to be a shell company currently, and I see no evidence suggesting that ViaDerma, Inc. was a former shell; however, others have opined that one or more of the Company's predecessors may have been a shell or took issue with the change in control on two occasions (2009 & 2012-2014). As such, I cannot confirm for certain whether or not the Company or perhaps more accurately one or more of its predecessors was a shell during those periods of time. To conduct a full and thorough investigation into this issue would require significant expenditure of time and resources, and as such, would be prohibitively expensive. And the Company has not authorized or paid for such an investigation.
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Sincerely,
/s/- Kenneth C. Grace
Kenneth C. Grace, Esq.
- ViaDerma to its CEO Chris Otiko via email to: drotiko@yahoo.com and its agent Rich Inza via email to: richardinza@gmail.com
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Viaderma Inc. published this content on 21 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 December 2021 00:39:04 UTC.
