Aluf: Letter from the lawyer regarding current information
LAW FIRM CARL P. RANNO
CARL P. RANNO Admitted to Michigan
2733 EAST VISTA DRIVE PHOENIX, ARIZONA 85032
Phone: 602-493-0369 Email:[email protected]
April 8, 2022
OTC Markets Group, 304 Hudson Street, 3rd Floor New York, NY 10013
SUBJECT: Letter from counsel for Aluf Holdings, Inc., a Nevada corporation, regarding the issuer’s annual report and financial statements for the year ended December 31, 2021
Please note that I am a US citizen and have been retained by Aluf Holdings, Inc. (DRNK). hereinafter referred to as “the Issuer” or “the Company” solely to advise on the Issuer’s compliance with the Guidelines for the publication of adequate up-to-date information. I do not represent the Company in any other way. OTC Markets is entitled to rely on current legal advice in determining whether the Issuer has made available adequate updated information within the meaning of Rule 144(c)(2) of the Securities Act of 1933.
To determine whether the issuer has fulfilled its disclosure obligations with respect to adequate current information, I have reviewed corporate documents, including articles of incorporation as amended, bylaws, and such other documents as I deemed necessary relating to the filing of disclosure documents and the filing of the annual report and quarterly reports. In addition, I have performed such research and considered such questions of law as I deemed necessary and appropriate to render this opinion. In all these examinations, I have assumed the authenticity of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me submitted as copies and the authenticity of all originals of such documents submitted as copies. . In addition, in all such reviews, I may rely on information obtained from public officials, officers of the issuer and other sources and declare that all such sources are believed to be reliable.
In addition, for the purposes of rendering this opinion, I have specifically reviewed the following documents.
1. Quarterly report: statement and financial statements issued on May 21, 2021 for the quarter ended March 31, 2021
2. Quarterly report: statement and financial statements issued on August 15, 2021, for the quarter ended June 30, 2021
3. Quarterly report: information statement and financial statements posted on
November 12, 2021, for the quarter ended September 30, 2021.
4. Annual report: information statement and financial statements published in April
7, 2022, for the year ended December 31, 2021.
This opinion is of the opinion that the initial annual declaration and the annual financial statements, as filed on April 8, 2022 for the period ended December 31, constitute adequate current public information concerning the ordinary shares of the issuer (the “securities ”) and the Issuer and is available within the meaning of Rule 144(c)(2) of the Securities Act; includes all information which a broker would be required to obtain from the Issuer in order to publish a listing of the ordinary shares of the Company (the “Securities”), pursuant to rule 15c2-11 of the Exchange Act; conforms in form to the Pink Sheets Guidelines for Providing Adequate Current Information, which are available on the Internet atwww.otcmarkets.com; and were published in the OTC Markets news service.
Please note that OTC Markets is entitled to rely on the notice to determine whether the issuer has disclosed adequate information within the meaning of Rule 144(c)(2) of the Securities Act.
The Issuer’s unaudited financial statements have been prepared by Teresa McWilliams, Chief Financial Officer of the Company, who has over 20 years of experience in preparing financial reports.
The Issuer’s transfer agent is: Broadridge Financial Solutions, Inc.
51 Mercedes Road, Suite 1300
Philadelphia, Pennsylvania 11717
The transfer agent is registered with the Securities and Exchange Commission. The transfer agent maintains a list of shareholders which I have reviewed and relied upon to confirm the number of shares issued and outstanding and the identification of shareholders.
The undersigned has met by telephone and discussed the Annual Financial Reports and Quarterly Financial Disclosure with Donald C. Bennett, the President and Chief Executive Officer, and Teresa McWilliams, the Chief Financial Officer, and they have reviewed the information provided in the Disclosure Report initial annual, quarterly disclosure statements and financial statements and I have been informed by them that management has approved the notice and all documents filed hereunder.
I, Carl P. Ranno., am not currently and to the best of my knowledge have never been investigated by any federal or state regulatory authority for any violation of federal or state securities laws.
Further, I am not currently, nor have I been in the past five years, suspended or disqualified from practicing in any state or jurisdiction and have not been charged in any civil or criminal matter. .
To the best of my knowledge, after investigation of the management and board of directors of the issuer, neither the issuer nor its board of directors nor any shareholder of 5% or more is currently under investigation by a federal or state regulatory authority for any violation of federal or state securities laws.
I am a resident of the State of Arizona and admitted to practice law in the State
of Michigan, the United States Supreme Court, the Sixth Circuit of the United States Court of Appeals, the United States Tax Court, and the United States District Courts. I am licensed to practice before the Securities and Exchange Commission and have not been prohibited from practicing hereunder. I do not own any of the shares of the Issuer and I do not agree to receive the shares of the Issuer in the future.
I express no opinion here regarding any law other than the laws of the United States and the jurisdictions where I am authorized to render opinions.
Based on information received from the issuer and review of its financial statements, I have determined that the issuer, nor its predecessors, have ever been a “shell company” as defined in the 405 rules. of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934.
The opinions expressed herein are expressed as of the date hereof and shall survive so long as the documents, instruments, records and certificates which I have examined and relied upon as set forth above are unchanged and the assumptions I have made, as stated above, are valid. While this Notice is intended solely for use by OTC Markets, Inc., OTC Markets, Inc. is hereby granted full and complete rights and permission without any future request to publish this Notice as part of “otcmarkets.com for consultation by the public and regulators. .
/s/ Carl P. Ranno Carl P. Ranno