Replies to post #59156 on DD Support Board and Research Team

[janice shell]

I wonder who wrote all of the (almost certainly bogus) Reg D 504 opinion letters to allow the TA to remove restrictive legends from newly issued unregistered stock?

I'd be very interested in the answer to that question, too. I also wonder why (apparently) the company hasn't done any Reg D placements since then. Given that it's not an SEC reporter, the 504 in question must have been from 2011.

[integral]

TTDZ, you question who drafted the 504 opinion letters. I would question what exemption was used as this was a former shell company as per the company's own admission from its original 10SB filing. Currently, it is a non-filer and has to cure that shell status by registering the class of securities and maintain current in its periodic reports for 12 months until an exemption can be made available to resell the securities in the public markets. What you have here is a blatant scheme to sell unregistered securities.

ITEM 1. DESCRIPTION OF BUSINESS.

(a)
Business Development.

Petramerica Oil, Inc. was organized under the laws of the State of Colorado on September 22, 1986 for the purpose of pursuing oil and gas activities in the Rocky Mountain region of the United States. Since inception, Petramerica has been primarily involved in raising capital and has not conducted any significant operations. Petramerica intends to evaluate, structure and complete a merger with, or acquisition of, one or a small number of private companies, partnerships or sole proprietorships. Petramerica may seek to acquire a controlling interest in one or more private companies in contemplation of later completing an acquisition. Petramerica has had no material operations in the past three years.

Petramerica believes that there is a demand by non-public corporations for shell corporations that have a public distribution of securities, such as Petramerica. Petramerica believes that demand for shell corporations has increased dramatically since the Securities and Exchange Commission, or the SEC, imposed additional requirements upon "blank check" companies pursuant to Reg. 419 of the Securities Act of 1933, as amended. According to the SEC, Rule 419 was designed to strengthen regulation of securities offerings by blank check companies, which Congress has found to have been a common vehicle for fraud and manipulation in the penny stock market. See Securities Act Releases No. 6891 (April 17, 1991), 48 SEC Docket 1131 and No. 6932 (April 13, 1992) 51 Docket 0382, SEC Docket 0382. The foregoing regulation has substantially decreased the number of "blank check" offerings filed with the SEC, and as a result has stimulated an increased demand for shell corporations. While Petramerica has made the foregoing assumption, there is no assurance that the same is accurate or correct and, accordingly, no assurance that Petramerica will merge with or acquire an existing private entity.

Petramerica's common stock is listed for trading on the Pink Sheets under the symbol PAOI. As of the date hereof, there is no bid or offer posted and the common stock has not traded in the last two years.

(b)
General.

Petramerica proposes to seek, investigate and, if warranted, acquire an interest in one or more business opportunity ventures. As of the date hereof, Petramerica has no business opportunities or ventures under contemplation for acquisition or merger but proposes to investigate potential opportunities with investors or entrepreneurs with a concept which has not yet been placed in operation, or with firms which are developing companies. Petramerica may seek established businesses which may be experiencing financial or operational difficulties and are in need of the limited additional capital Petramerica could provide. After Petramerica has conducted a merger or acquisition, the surviving entity will be Petramerica, however, management from the acquired entity will in all likelihood be retained to operate Petramerica. Due to the absence of capital available for investment by Petramerica, the types of business seeking to be acquired by Petramerica will invariably be small and high risk types of businesses. In all likelihood, a business opportunity will involve the acquisition of or merger with a corporation which does not need additional cash but which desires to establish a public trading market for its common stock.

Petramerica does not propose to restrict its search for investment opportunities to any particular industry or geographical location and may, therefore, engage in essentially any business, anywhere, to the extent of its limited resources.

It is anticipated that business opportunities will be available to Petramerica and sought by Petramerica from various sources throughout the United States, including its officers and directors,

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professional advisors such as attorneys and accountants, securities broker dealers, venture capitalists, members of the financial community, other businesses and others who may present solicited and unsolicited proposals. Management believes that business opportunities and ventures will become available to it due to a number factors, including, among others: (1) management's willingness to enter into unproven, speculative ventures; (2) management's contacts and acquaintances; and (3) Petramerica's flexibility with respect to the manner in which it may structure potential financing, mergers or acquisitions. However, there is no assurance that Petramerica will be able to structure, finance, merge with or acquire any business opportunity or venture.

(c)
Operation of Petramerica.

Petramerica intends to search throughout the United States for a merger or acquisition candidate, however, because of its lack of capital, Petramerica believes that the merger or acquisition candidate will be conducting business within a limited geographical area. Petramerica intends to maintain its corporate headquarters and principal place of business at 2560 W. Main Street, Suite 200, Littleton, Colorado 80120. All corporate records will be maintained at said office, and it is anticipated that all shareholders' meetings will take place in Colorado. In the event that a merger or acquisition of Petramerica takes place, no assurance can be given that the corporate records or headquarters will continue to be maintained at Littleton, Colorado, or that shareholders' meetings will be held in Colorado.

Petramerica's executive officers will seek acquisition/merger candidates or orally contact individuals or broker dealers and advise them of the availability of Petramerica as an acquisition candidate. Petramerica's executive officers will review material furnished to them by the proposed merger or acquisition candidates and will ultimately decide if a merger or acquisition is in the best interests of Petramerica and its shareholders.

Petramerica may employ outside consultants until a merger or acquisition candidate has been targeted by Petramerica, however, management believes that it is impossible to consider the criteria that will be used to hire such consultants. While Petramerica may hire independent consultants, it has not considered any criteria regarding their experience, the services to be provided, or the term of service. As of the date hereof, Petramerica has not had any discussions with any consultants and there are no agreements or understandings with any consultants. Other than as disclosed herein, there are no other plans for accomplishing the business purpose of Petramerica.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=3305470