BOI Compliance Organizer

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Please review the Representation Letter and sign below.

Davies Allen PC
322 E. Gateway Dr Suite 202
Heber, UT 84032

Dear Davies Allen PC:

This representation letter is provided to Davies Allen PC (“Firm”) in connection with the preparation and filing of the Initial Beneficial Ownership Information (“BOI”) report for each entity for which you have requested Initial BOI Reporting (herein referred to as “Management,” “we,” “our,” or “us”) to the Financial Crimes Enforcement Network (“FinCEN”) as required by the Corporate Transparency Act (“CTA”).

To the best of our knowledge and belief, Management confirms the following representations:

  1. Management understands and acknowledges that Firm’s engagement is limited solely to providing administrative assistance to our company for the preparation and submission of our Initial BOI report to FinCEN as required under the CTA.

  2. Management understands that Firm’s limited services do not include providing legal advice with respect to determining if an exemption applies to our company or whether any relationships constitute “beneficial ownership.” As such, Management understands that the Firm will not be responsible for certifying or opining on our company’s compliance with the CTA and we acknowledge that the Firm has advised us to engage an attorney with expertise in the BOI reporting requirements to address the legal aspects of the company’s compliance with CTA.  Management accepts full responsibility to engage separate legal counsel to assist in addressing any legal issues that may arise.

  3. Management has made available to Firm all the required information and documentation necessary under applicable CTA regulations for the company and its beneficial owners.

  4. >Management acknowledges and understands that Firm will not be responsible for providing any further services related to our company’s ongoing requirement to update and/or correct BOI reports with FinCEN. Management accepts full responsibility for monitoring all reportable changes for our company and our beneficial owners (e.g., a change in beneficial owners; any change to a beneficial owner’s name, address, or unique identifying number; or any other information previously provided to FinCEN) and for ensuring that such changes are timely reported to FinCEN.

  5. Management agrees to notify Firm in writing at least fifteen (15) business days prior to the due date for submission if we require assistance from Firm in filing additional updated or corrected reports on our behalf. Management acknowledges that Firm is under no obligation to provide such additional services unless mutually agreed to under a separate written agreement.

  6. Management authorizes Firm to file our Initial  BOI report on our behalf.

    Management represents, certifies, and warrants to Firm that all information provided to the Firm for purposes of the preparation and submission of the initial BOI report as required under the CTA is true, correct, and complete, and we agree that Firm may rely solely, without independent verification, on the accuracy and completeness of the information provided.

  7. Management acknowledges the importance of oral and written management representations in the performance of Firm’s limited services and agrees to release and indemnify Firm and its personnel from any and all claims, liabilities, costs, and expenses attributable to any misrepresentation by Management and our representatives.

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Please review the Engagement Letter and sign below.

Davies Allen PC

Engagement Letter for Initial BOI Report Preparation

Dear Client:

This letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services we will provide. Please read this letter carefully, as it is important to both Davies Allen (“Firm”) and each of the entities for which you have requested Initial BOI reporting (“Client”) that you understand and accept the terms under which we have agreed to perform our services, as well as Management’s responsibilities under this agreement.

Services

You have asked for our firm’s assistance to help you submit Client’s initial Beneficial Ownership Information (“BOI”) report to the Financial Crimes Enforcement Network (“FinCEN”), as required under the Corporate Transparency Act (“CTA”). The BOI report is required to be submitted using FinCEN’s electronic filing system. For reporting companies in existence prior to January 1, 2024, the BOI report is due no later than January 1, 2025, and for reporting companies created on or after January 1, 2024, the BOI report is required to be filed within 90 days after their formation or registration.

It is important that your company’s specific facts and circumstances be considered to assess the applicability of the CTA-related provisions given the current guidance as promulgated. You have asked for our assistance to help you with your determination whether an exemption may apply to your entity or whether any relationships constitute “beneficial ownership.”

Our limited advisory services for purposes of filing your initial BOI report under the terms of this agreement will be performed based on our professional judgment as accountants given the facts provided to us and the CTA provisions as currently promulgated. As we are not attorneys, we will not be rendering any legal advice or providing legal interpretation as part of this engagement.

Client agrees to provide us with all the required information and documentation deemed necessary to comply with applicable CTA regulations for your entities, all beneficial owners, and if applicable, the company applicant(s), for purposes of your BOI report filing.

In connection with the performance of our limited services, we will rely on the accuracy and completeness of the information and documentation provided by Client and your representatives. As Firm will not audit, review, or otherwise verify the information and documentation you provide, we cannot provide assurance on the accuracy and completeness of the information provided.

Further, as we are not attorneys, we will not be responsible for making any legal determinations that may be required or for certifying or opining on your company’s compliance with the CTA.

Management Responsibilities and Representations

It is our understanding that Management has designated qualified individuals with suitable skills, knowledge and/or experience, preferably within senior management, to be responsible and accountable for overseeing the specified limited advisory services and the filing of Client’s initial BOI report performed as part of this engagement. By your signature below, you acknowledge that Management agrees to evaluate the adequacy of, and accept responsibility for, the results of all the services performed as part of this agreement.

By your signature below, you represent, certify, and warrant to Firm that all information provided to us for purposes of this engagement will be true, correct, and complete, and agree that Firm may rely solely, without independent verification, on the accuracy and completeness of the information provided. As our services are limited in nature, our engagement cannot be relied on to disclose errors, fraud, or noncompliance with laws and regulations that may exist.

Client also understands and acknowledges that the Firm’s advisory services are limited in nature per the terms of this agreement and will be performed as accountants and not attorneys, and as such, the Firm will not be rendering any legal advice. Therefore, Management accepts responsibility to engage separate legal counsel to assist in addressing any legal issues that may arise, which would include, but not be limited to, legal advice or interpretation with respect to determining if an exemption applies to the nature of your entity or whether certain legal relationships constitute “beneficial ownership.”

Client acknowledges and understands that under the terms of this agreement, Firm will not be responsible for providing any further services related to Client’s ongoing requirement to update and/or correct BOI reports with FinCEN. Management accepts full responsibility for monitoring all reportable changes for its company and beneficial owners (e.g., changes to beneficial owners’ details or other information previously submitted) and for ensuring such updates are filed in a timely manner.

Fees
$400 Per Entity

Other Matters

Client acknowledges the importance of accurate and honest representation and agrees to indemnify Firm from any liability arising from misrepresentation by Management.

Very truly yours,

________________________

Davies Allen PC

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