$UNGS Sylios Corp. (UNGS)
Annual and Disclosure Information for Years Ended December 31, 2016, as
published by OTC Markets Group, Inc. on March 31, 2017
Ladies and Gentlemen,
My office has been engaged by Sylios Corp. (UNGS or the “Company”) to be its special
securities counsel. This letter will address The Annual Statements, Quarterly Reports and
Disclosures Information, as published by OTC Markets Group. My services included reviewing
disclosure information, other information related to Sylios Corp. and interfacing with the Chief
Accounting Officer. I have examined such corporate records and other documents and have
asked such questions of law as I have considered necessary or appropriate for the purpose of
writing this letter. I also have relied on publicly available information from the Secretary of State
of the State of Nevada and information obtained from the Company’s officers and directors. I
have also reviewed the following documents, as published at www.OTCMarkets.com, in
connection with the preparation of this letter:
• The Company’s Unaudited Annual Report, for the Year Ended December 31, 2015, as
published November 30, 2016, and OTC Annual Disclosures for the year ended December
31, 2015, as published November 30, 2016;
• The Company’s Unaudited Annual Report, for the Year Ended December 31, 2016, and
OTC Annual Disclosures, both as published on March 31, 2016;
• Quarterly Report for the quarters ended September 30, 2016, and Disclosures therefor,
published December 13 (Amended) and Disclosures therefor, June 30, 2016 and
Disclosures therefor on November 17, 2016, for March 31 and Disclosures therefor on
November 30, 20161
, respectively;
• And such other information and documents that I considered necessary under the specific
circumstances.
1 Publication of the June financial reports and disclosures prior to the March financial reports and disclosures
appears to be an anomaly.
Letter to OTC Markets Group, Inc.
August 10, 2017
Page 2
This opinion is based expressly on the facts stated herein, and may not be relied upon in
the event that other facts, not presently known to me, come to light. Opinion letters of counsel
are not binding upon the OTC Markets or the Courts, and to the extent that persons relying upon
this letter may have knowledge of facts or circumstances that are contrary to those upon which
this opinion is based, this opinion would not be applicable and will result in a different opinion.
The opinions expressed herein are limited to the Federal Law of the United States of America,
specifically the Securities Act of 1933, the Rules and Regulations relating thereto, and no opinion
is provided regarding any federal or state law not specifically referenced herein. I am a member
in good standing of the bar of the State of Arkansas since 1990, am a resident of the United States
and am permitted to practice before the Securities and Exchange Commission (“SEC”) and have
not been prohibited from practice thereunder.
The Company is not a reporting issuer pursuant to the Securities Exchange Act of 1934
(the “Exchange Act”) and, therefore, does not file periodic reports with the SEC. As is the current
acceptable practice, I am of the understanding that all accounting reports are currently stated
using United States Generally Accepted Accounting Principles (GAAP).
This information, as filed with OTC Markets, constitutes, in my opinion, adequate current
public information concerning the Company’s securities and is available within the meaning of
Rule 144I(2) under the Securities Act. The information, as filed, includes all of 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 Exchange Act and complies as to form with the OTC
Market’s Guidelines for Providing Adequate Current Information.
The person responsible for the preparation of the Company’s Financial Statements as
published with OTC Markets is Wayne Anderson. Mr. Anderson, as President, has engaged the
services of JDDA CPA, LLC to ensure compliance with United States GAAP reporting standards.
Mr. Anderson has experience in the operations of a holding company2
. The experience of Mr.
Anderson makes him uniquely qualified and experienced in all aspects of the Company and
allows him to supervise preparation of the financials under his authority as President of the
company.
The Company’s transfer agent is Pacific Stock Transfer Registrar Co. of 6725 Via Austi
Parkway, Suite 300, Las Vegas, NV 89119. The transfer agent is SEC registered as confirmed by
checking the SEC’s Edgar system.
The undersigned has spoken with a majority of the management and Directors of the
Company via tele-conference and discussed such information as was considered necessary to
issue this opinion letter. The undersigned has reviewed the Information Statement, as published
2 Sylios Corp. has business interests in both the natural gas industry as well as the online retailing industry.
Letter to OTC Markets Group, Inc.
August 10, 2017
Page 3
by OTC Disclosure and News Service, August 10, 2017. The undersigned discussed the disclosed
information with management of the Company.
I have made specific inquiry regarding each of the individuals listed below, all other
persons owning more than ten percent (5%) of the Securities of the Company, and other persons
described in Rule 144 of the Securities Act of 1933 and, with the exception of management
personnel, who are necessarily in possession of such insider information, and based on
information available to me in addition to such inquiries, no individuals, or other entities,
described above or listed below are in possession of any material, non-public information
regarding the Company. Further, based upon disclosures made to me, and other information
available to me, all sales of the Securities of the Company have been in compliance with Rule 144
of the Securities Act of 1933, and there been no sales to insiders in possession of any material
non-public information within the previous twelve (12) months, that would have required the
filing of Form 144, and nothing has come to my attention indicating that any of the Insiders is in
possession of any material non-public information regarding the Issuer or the Securities that
would prohibit any of them from buying or selling such Securities pursuant to Rules 10b-5 or
10b5-1 under the Securities Exchange Act of 1934.
To the best of my knowledge, after inquiry of management and the directors of the
Company, neither counsel nor any officer, director or 5% or greater holder of the outstanding
securities of the Company is currently under investigation by any federal or state regulatory
authority for any violation of federal or states securities laws.
I have compiled and list below the names of each executive officer, director, general
partner and other control person3 of the Company and promoter, finder, consultant or any other
advisor of the Company who assisted, prepared or provided information with respect to the
Company’s disclosure or who received securities as consideration for services rendered to the
Company and the following information related to each: (i) their full name, (ii) their business
address, (iii) the number and class of the Company’s securities beneficially owned by each of
them, (iv) with respect to each of the securities described in the preceding clause if or not the
certificate or other document that evidences the securities contains a legend stating that the
securities have not been registered under the Securities Act. For purpose of this letter, the term
“control person” includes (i) any person controlling, under common control with, or controlled
by, the Company or (ii) any person who obtained securities of the Company in connection with a
negotiation with the Company within the three-year period prior to the date of the opinion. With
respect to any of the Company’s control persons that is an entity and any parent entity of any
control person, this letter provides the information for each control person of such entity or
parent entity.
3 Specifically, I have identified and listed any holder of 5% or more of the outstanding shares. As of August 9,
2017, the total outstanding shares is: 10,946,819,212 five percent of which is: 547,340,961 shares.
Letter to OTC Markets Group, Inc.
August 10, 2017
Page 4
Wayne Anderson
Ownership of the Stock of the Company4
244 2nd Ave N., Suite 9 840,025,128 Common Shares
St. Petersburg, FL 33701
Control Persons5
:
CHARLES SCHWAB & CO INC.
1958 SUMMIT PARK DR 720,584,696 Common Shares
PHOENIX, AZ 85016
SCOTTRADE INC.
500/510 MARYVILLE CENTER DRIVE 3,109,901,383 Common Shares
ST LOUIS, MO 63141-5841
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 1,781,341,500 Common Shares
JERSEY CITY, NJ 07310
ALPCO
39 EXCHANGE PLACE 2,673,243,685 Common Shares
SALT LAKE CITY, UT 84111
MERRILL LYNCH PIERCE FENNER & SMITH 858,862,020 Common Shares
BOX 12006
NEWARK, NJ 07101
The business address for all officers and directors is: 244 2nd Ave. N., Suite 9, St.
Petersburg, FL 33701, unless otherwise stated herein.
The total outstanding shares of Common Stock, was confirmed as of August 9, 2017, and
was confirmed by the transfer agent.
6
4 In addition to the shares currently held by Mr. Anderson, there are Unexercised Option as follows:
250,000 common shares exercisable at 1.00 expire on 04/30/17 (Expired)
50,000,000 at 0.0003 04/01/17 (Expired)
50,000,000 at 0.0004 04/01/17 (Expired)
100,000,000 at 0.0002 04/01/20
All options are vested.
5 Please note that these entities hold certificates in trust for their clients and thus may not be control
shareholders themselves but in their capacity as aggregators of clients’ shares.
6 A review of the shareholder listing was made by counsel to determine control shareholders, etc.
Letter to OTC Markets Group, Inc.
August 10, 2017
Page 5
No person or entity other than OTC Markets is entitled to rely upon this opinion. OTC
Markets, however, is granted full and complete permission and rights to publish this document
via the OTC Disclosure and News Service for viewing by the general public and regulators. The
public and OTC Markets may rely on the above in determining whether Sylios Corp. has made
adequate current information publicly available within the meaning of Rule 144(c)(2) of the
Securities Act of 1933. The information which has been published constitutes adequate current
public information, the information presented to me, and upon which this opinion is predicated,
includes all the information that a broker-dealer would be required to obtain from an issuer in
order to publish a quotation for its securities pursuant to Rule 15c2-11 under the Securities
Exchange Act of 1934, and complies as to form with the OTC Markets Guidelines for Providing
Adequate Current Information.
