Simulated Environment Concepts : 2021 Attorney Attestation

Lloyd E. Ward, Esq.	Attorneys & Counselors at Law	Aden Vickers
[e-mail]	12801 North Central Expressway	[e-mail]
North Central Plaza III, Suite 460
Website:	Dallas, Texas 75243	Courtney Price, Paralegal
www.wardlegalus.com	Telephone: [phone]	[e-mail]
Fax: [phone]
April 28, 2021
OTC MARKET GROUPS, INC.
300 Vesey Street, 12th Floor
New York, NY 10282

RE: Simulated Environment Concepts, Inc. ("SMEV") ANNUAL DISCLOSURE 2021

Dear Sir or Madam:

Ward Legal Group PLLC has acted as counsel to Simulated Environment Concepts, Inc.

("SMEV" or the "Company") on certain securities and corporate issues, as instructed by the Company.

This firm is domiciled in Texas, and I am licensed in Texas and Arkansas. All of our members, associates and employees are residents of the United States. Neither I nor any person associated with this firm owns any shares of the Company's securities, and neither I nor any person associated with this firm has ever received or has any agreement to receive the Company's stock in payment for services.

This firm was specifically tasked with reviewing the current information supplied by the Company to OTC Market Group, Inc. ("Market Group") for year ended December 31, 2021, as posted on April 5, 2022, and amended and reposted on April 28, 2022; Market Group may rely upon this letter in determining whether the Company has made adequate current information publicly available, whether for purposes of SEC Rule 144(c) or its own internal regulations. Please note that the Company

is not an SEC-reporting entity and has previously acknowledged its status as a "shell company," so that its shareholders are not currently eligible to rely on the "safe harbor" provisions of Rule 144; we provide these assurances for your benefit only.

We have interviewed, by telephone, Marvin T. Baker, who is President and CEO; and Bryan Wilkinson, who is Vice President; Mr. Baker and Mr. Wilkinson, along with Carey Cooley, are the Company's directors. We also spoke with Douglas Vaughn, who provides accounting consultant services and was primarily responsible for preparation and presentation of the year-end financial statements. Our review of the Company's current share ledger, which is maintained by an SEC-registered transfer agent, Pacific Stock Transfer Company, did not reveal any shareholders with more than 5% of its common shares other than CEDE & Co., which holds in excess of 70% of the Company's issued and outstanding shares.

SMEV was an SEC-reporting issuer prior to filing a Form 15-12g on December 20, 2007; we noted that its last continuous disclosure filing was made for the period ended March 31, 2001, and that its last filing was a Form 8-K, dated July 18, 2018, which reported a change of management and reduction of authorized common and preferred shares that is also referenced in the current period posting. The Company's Market Group postings during this time period were sporadic: It made postings for 2005, 2006 and 2007, and then again for 2010 and 2011. It did not file again until 2021, when it caught up 2019 and 2020 postings, and has been consistent and timely with its filings since that time.

We reviewed these older filings and postings solely to ensure that the current posting, for the year ended December 31, 2021, is consistent with its other public data, and found nothing that wouldqualify or limit the opinions set out in this letter. With respect to these older filings and postings, we recognize that the applicable statute of limitations to enforce any debt recorded during those periods has long passed, so that the recorded liabilities as of December 31, 2020, and 2021, appear reasonable from a legal perspective, especially in so far as WESTLAW reveals no recorded judgments.

We have also reviewed additional corporate materials and legal filings, including documents concerning the change of management, Mr. Baker's acquisition of the control block and other significant transactions, specifically including the Nitro Holdings LLC acquisition. We have also discussed the referenced information with current and past management and the director of the Company.

To the best of our knowledge, after inquiry of management and a cursory internet search that included both the FINRA and SEC websites as well as WESTLAW, neither the Company, any officer, director, 5% holders of securities of the Company, nor any of its legal or accounting consultants are currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws. The Company has not received any request for information or other inquiry from FINRA or the SEC. There is no pending litigation or corporate actions. There are no other family relationships or related party transactions with SMEV that require disclosure in its filings or in the Attorney letter.

Mr. Vaughn is and has been responsible for the preparation of its financial statements under the supervision of the CEO, Mr. Baker. Mr. Cooley, who has significant experience in the operations of smaller public companies, directly assists in the preparation of Market Group postings. The Company's financial statements are unaudited, but it represents they have been prepared inaccordance with GAAP, and nothing in the contents or presentation suggests otherwise.

The Company's financial statements demonstrate it is currently a "shell company" in that it has no current operations or revenues, although it has significant assets and appears poised to commence meaningful operations. The Company's postings acknowledge its status as a "shell company" so that many of the protections and assurances provided by GAAP-compliant financial statements are not relevant here.

In rendering this letter, we have examined the following, all of which we believe is reliable:

1. Corporate records and other documents provided by the Company or obtained from the Florida Secretary of State, to-wit: a) Financial documents including Balance Sheet, Statement of Operations, Statement of Cash Flows, Consolidated Statements of Stockholder's Deficiency (Statement of Changes in Shareholder Equity) and notes to the financial statements for the years ending December 31, 2020, and 2021. The financial statements were prepared by Mr. Vaughn, who has background and experience in providing accounting services for small public companies. The financial statements are not audited and were prepared using documents prepared or provided by the Company. b) Corporate documents including articles of incorporation and amendments, and the certificates of designation relating to the preferred stock, as well as purchase and sale agreements covering the change of control and debt ownership.

2. Information obtained on-line from the Secretary of State for Florida and from a global WESTLAW search for litigation, judgments and other references.

3.

Representations made to us by the officers and directors of the Company, Mr. Baker, Mr.

Wilkinson and Mr. Cooley.

4. The shareholders' list provided by the Company's transfer agent, Pacific Stock Transfer Company, a transfer agent registered with Securities and Exchange Commission.

Based upon the foregoing and subject to the qualifications hereinafter set forth, we are of the opinion that the Company Information and Disclosure Statements for the period ending December 31, 2021, submitted on April 5, 2022, and amended and reposted on April 28, 2022:

1. Constitute "adequate current public information" concerning the securities and the Company within the meaning of Rule 144 (c) (2) under the Securities Act of 1933.

2. Include all the information that a broker-dealer would be required to obtain from the Company to publish a quotation for the securities under Rule 15c2-11 under the Securities Exchange Act of 1934.

3. Comply as to form with the OTC Market Group's Pink Basic Disclosure Guidelines for providing adequate Current Information, which are located atwww.otcmarkets.com.

• 4. Have been posted prior to this letter by means of the OTC Disclosure and News Service.

• 5. Pacific Stock Transfer Company, the Company's transfer agent, who has provided information regarding stock ownership, is registered under the Securities and Exchange Act of 1934.

  We are furthermore of the opinion that the Company currently meets the definition of a "shell company" under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934 because it has 1) no or nominal operations and either 2) no or nominal assets, 3) assets consisting solely of cash and cash equivalents or 4) assets consisting of any amount of cash and cash equivalents and nominal other assets. We note the Company has significant assets and that it will likely cease to be considered a "shell company" upon commencement of operations.