Aug 25th 2016 - Opinion Letter was filed with Respect to Current Information
DON A. PARADISO, P.A.
1300 SW 5 Court, Suite E
Fort Lauderdale, Florida 33312
(954) 801-3573
donparadiso@myfloridacorporatelawyer.com
OTC Markets Group, Inc. August 25, 2016
304 Hudson Street, Second Floor
New York, New York 10013
Re: Advantis Corporation
This firm serves as counsel to Advantis Corporation, formerly known as Ramoil
Management, Inc. (hereinafter the "Company"). The Company was
incorporated in the state of Delaware and is currently domiciled in Wyoming. We
have been retained by the Company for the purposes of (a) entering into an
Attorney Letter Agreement with OTC Markets Group, Inc. (hereinafter "OTC") and
(b) posting this opinion letter on the OTC Disclosure and News Service in
accordance with the requirements set forth in the Attorney Letter Agreement.
OTC is entitled to rely on this letter in determining whether the company has
made "adequate current information" publicly available within the meaning of
Rule 144 (c) (2) of the Securities Act of 1933. This letter relates to the information
contained within the Annual Disclosure Statement for the period ended
December 31, 2015 published on April 19, 2016 and includes review of the
subsequent Amended Quarterly Disclosure Statement for the period ended
March 30, 2016 published on August 24, 2016.
The undersigned attorney serves as regular securities counsel to the Company.
The undersigned Attorney is a resident of the United States of America and has
been retained by the Company to render this letter, and for other matters. The
undersigned Attorney is licensed to practice law in New York and Florida and this
letter covers the jurisdictions of New York and Florida and the applicable laws of
the United States of America. The undersigned Attorney is permitted to practice
before the Securities and Exchange Commission and has not been prohibited
from practice before the SEC.
In rendering this letter, I have examined: the entire Annual Disclosure Statement
for the fiscal period ended December 31, 2015, which was published by the
Company on the OTC Disclosure and News Service on April 13, 2016, the entire
Amended Quarterly Disclosure Statement for the period ended March 30, 2016
which was published by the Company on the OTC Disclosure and News Service
on August 24, 2016 (hereinafter the "Disclosure Statement") as well as such other
Company records, officer’s certificates, certificates of public officials, and other
instruments and documents,
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OTC Markets Group, Inc.
August 25, 2016
Page Two
and reviewed such questions of law as I have considered necessary and
appropriate as a basis for the opinions expressed herein. All sources referenced
in this letter are deemed to be reliable.
In rendering this letter, the undersigned Attorney has personally met with
management, and all of the Directors of the Company, and has reviewed the
Disclosure Statement covering the period ending December 31, 2015 published
by the Company on April 13, 2016, and Amended Quarterly Report for the
period ended March 30, 2016 published on August 24, 2016 and personally
discussed the Disclosure Statement with management and all of the Directors of
the Company.
In the opinion of the undersigned attorney, the Disclosure Statement constitutes
“adequate current information” that is “publicly available” within the meaning of
Rule 144 (c) (2) under the Securities Act of 1933, as a result of such Disclosure
Statement being published on the OTC Disclosure and News Service on April 13,
2016 and August 13, 2016. The Disclosure Statement includes all of the
information that a broker-dealer would be required to obtain from the Company
to publish a quotation for the Securities of the Company under Rule 15c2-11
under the Securities Exchange Act of 1934, and the Disclosure Statement
complies fully as to form with the OTC "Guidelines for Providing Adequate Current
Information".
The un-audited financial statements contained in the Disclosure Statement were
prepared by John Newton Bowman, a Certified Public Accountant, whose
address is 1636 First Avenue North, St. Petersburg, Florida 33713. Mr. Bowman is
licensed as a CPA. The transfer agent for the Company is Pacific Stock Transfer
Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119. Pacific
Stock Transfer Company is registered with the SEC under the Securities Exchange
Act. The undersigned Attorney personally confirmed the number of outstanding
shares set forth in the Disclosure Statement with an officer of Pacific Stock
Transfer Company, of even date herewith.
To the best knowledge of this law firm, after inquiry of management and the
Directors of the Company, neither the Company nor any 5% holder, or the
undersigned Attorney, is currently under investigation by any Federal or state
regulatory authority for any violation of Federal or state securities laws.
With respect to the individual specific shareholders noted below, (executive
officers, directors, general partners or other control persons, promoters, finders,
consultants, or any other advisor of the issuer who received securities as
compensation and any person controlling, under common control with or
controlled by the Company and any person who received securities from the
Company in connection with a negotiation with the Company); the term
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OTC Markets Group, Inc.
August 25, 2016
Page Three
“Restricted” denoted after the number of securities owned means that the
certificate or other document that evidences the securities contains a legend
stating that the securities have not been registered under the Securities Act and
sets forth restrictions on the transferability or sale of the securities:
Woo Kim
3281 Willow Hollow Road
Chino Hills, California 91709
Chairman of the Board of Directors
398,136,430 common shares Restricted
100,000,000 preferred shares Restricted
Received between April 28, 2015 and December 30, 2015 in exchange for services as
officer and director, and for proprietary and intellectual property related to the
company introduction into the medical grade marijuana field.
Dwight Chornomud
14401 Cloverbrook Drive
Tustin, California 92780
Consultant
58,457,500 common shares
Received in exchange for convertible promissory note reported on the books and
records of the Company.
Charles Swartz
14401 Cloverbrook Drive
Tustin, California 92780
6,000,000 common shares
Received by Dwight Chornomud in exchange for convertible promissory note reported
on the books and records of the Company, and under a consulting agreement for
management services between the Company and Dwight Chornomud. Charles Swartz
purchased the shares from Dwight Chornomud. Charles Swartz is under common control
with Chris Swartz, who is a member of the Board of Directors of the Company. Chris
Swartz owns no shares of common or preferred stock.
Mina Mahdavi
1721 Port Charles Place
Newport Beach, California 92660
11,027,393 common shares Restricted
Received by Hossein Mahdavi in exchange for convertible promissory note reported on
the books and records of the Company, and under a consulting agreement for
management services between the Company and Hossein Mahdavi. Mina Mahdavi is
the mother of Hossein Mahdavi and is under common control with Hossein Mahdavi.
The undersigned attorney has made a specific inquiry of each of the persons
and of the officers of any corporate entities noted immediately above, and all of
the persons or entities owning more than ten percent (10%) of the common
capital stock of the Company.
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OTC Markets Group, Inc.
August 25, 2016
Page Four
(To the knowledge of the officers, directors and employees of the Company,
there are no persons or entities currently engaged in promotional activities for
the Company or on behalf of the Company.)
Based upon such inquiries and all of the other information available to counsel,
any sales of the Securities of the Company by insiders within the twelve month
period prior to the date of this opinion have been made in compliance with Rule
144, including, without limitation, any required filings of Form 144.
Nothing has come to the attention of counsel indicating that any of the insiders is
in possession of any material, non-public information regarding the Company or
its securities that would prohibit any of them from buying or selling the securities
of the Company under Rules 10b-5 or 10b5-1 under the Exchange Act.
OTC is hereby granted full and complete permission and rights to publish this
letter through the OTC Disclosure and News Service for viewing by the public and
regulators. This letter is rendered solely to OTC Markets Group and may not be
relied upon by any other person or for any other purpose without the prior written
consent of this law firm.
Sincerely,
Don A. Paradiso, P.A.
/s/ Don A. Paradiso, Esq.
By: ____________________________________
Don A. Paradiso Esq.
Florida Bar # 0969974
