Amfil Technologies Inc (FUNN)

[DGTrader55]

Apologies if this has already been posted, but this was filed today
http://www.otcmarkets.com/financialReportViewer?symbol=AMFE&id=176798

To Whom It May Concern:
I have been retained as corporate counsel for Amfil Technologies, Inc., a New
York corporation (the “Company”), and have been asked to render a legal opinion to
OTC Markets Group, Inc. (“OTC Markets”) with respect to the information publicly
disclosed by the Company and published in the OTC Disclosure and News Service. OTC
Markets 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)
under the Securities Act of1933, as amended (“Securities Act”).
I am a U.S. resident. I am licensed to practice law in the State of Maryland and I
have not been prohibited from practicing before the U.S. Securities and Exchange
Commission (“SEC”). I have been retained by the Company for the purpose of reviewing
and rendering a legal opinion as to the current information supplied by the Company.
As to questions of fact material to such opinions, I have, where relevant facts
were not independently established, relied upon certifications by principal officers of the
Company, public officials, and other sources. I have made such further legal and actual
examination and investigation as I deem necessary for purposes of rendering this opinion.
In my examination I have assumed the genuineness of all signatures, the legal capacity of
natural persons, the correctness of facts set forth in certificates, the authenticity of all
documents submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the authenticity of the
originals of such copies. I have also assumed that such documents have been duly
authorized, properly executed, and delivered by each of the parties thereto other than the
Company. I have no reason to believe that such records, certificates or documents of the
Company that I have reviewed are not accurate, authentic or reliable.
I have reviewed the following documents concerning the Company
(“Information”) posted at http://www.otcmarkets.com/stock/AMFE/filings in
connection with the preparation of this Letter:
1. A copy of the Company’s Information and Disclosure Statement and
Annual Financial Statements and Footnotes for the period ending June 30, 2017
and published on July 30, 2017; and
2. A copy of the Company’s Information and Disclosure Statement and
Quarterly Financial Statements and Footnotes for the period ending March 31,
2017 and published on May 7, 2017; and
3. A copy of the Company’s Information and Disclosure Statement and
Quarterly Financial Statements and Footnotes for the period ending December 31,
2016 and published on January 24, 2017; and
4. A copy of the Company’s Information and Disclosure Statement and
Quarterly Financial Statements and Footnotes for the period ending September
30, 2016 and published on November 15, 2016.
Based on the examination and inquiry set forth above, I am of the opinion that the
Information: (a) constitutes “adequate current public information'” concerning the
common stock of the Company quoted on the OTC Markets (“Securities”) and the
Company itself, and “is available within the meaning of Rule 144(c)(2) under the
Securities Act; (b) 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 Securities Exchange Act of 1934, as amended (“Exchange Act”); (c) complies
as to form with the OTC Markets' Guidelines for Providing Adequate Current
Information, which are located on the Internet at www.otcmarkets.com; and (d) has been
posted through the OTC Disclosure and News Service.
The financial statements are not audited and were prepared by Roger Mortimer,
the Company’s CEO. Mr. Mortimer’s many years of executive management and his
knowledge of finance and accounting qualifies him to prepare the Company’s unaudited
financial statements.
The Company's transfer agent is American Stock Transfer & Trust Company.
The Transfer Agent is registered with the Securities & Exchange Commission. I
confirmed with the Transfer Agent and Management that the number of authorized and
issued/outstanding common shares shown in the Information is listed correctly in the
Information and Disclosure Statement for the periods ending above.
I have met with Management and Directors of the Company, have reviewed the
Information, as amended, published by the Company through OTC Disclosure News
Service, and have discussed the Information with Management and Directors of the
Company. To my best knowledge after inquiry of Management and the Directors of the
Company, neither the Company, nor its Officers and Directors, nor any holder of 5% or
more of the securities of the Company, nor this counsel is currently under investigation
by any federal or state regulatory authority for any violation of federal or states securities
laws.
The opinions set forth herein are expressed as of the date hereof and remain valid
so long as the documents, instruments, records and certificates I have examined and
relied upon as noted above are unchanged and the assumptions I have made, as noted
above, are valid. If any facts or documents are determined to be incorrect, misstated, or
misrepresented, then the opinion or opinions expressed herein may not continue to be
valid. Furthermore, I disclaim any undertaking to advise you hereafter of developments
hereafter occurring or coming to my attention, whether or not the same would (if now
existing and known to this office) cause any change or modification herein.
The opinions expressed herein are solely for the benefit of the OTC Markets
Group, which is entitled to rely upon this letter. I hereby grant OTC Markets Group 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 opinion may not be relied
upon by any other party for any other purpose and may not be reproduced or distributed
(except to governmental or regulatory agencies as required by regulation or law) without
the prior written permission of named counsel.
Sincerely,
Matheau J. W. Stout