Exhibit 12.1
LAW OFFICE OF CARL P. RANNO
CARL P. RANNO | 2733 EAST VISTA DRIVE | Telephone: 602-493-0369 Email: carlranno@cox.net |
July 13, 2023
Zephyr Group Inc.
7135 E. Camelback Rd., Suite 320
Scottsdale, AZ 85251
ATTN: .. D. Roy Serventi
Via email: drserventi@themiramargroup.com
| RE: | Opinion to be included with a Form 1-A Tier 2 Offering Statement to be filed by Zephyr Group Inc., an Arizona Corporation. |
Dear Sir,
This opinion is submitted pursuant to Item 17.12 of Form 1-A with respect to the proposed offering of Zephyr Group Inc., an Arizona Corporation (the Company) relating to the application for exemption from registration under Section 3(b) of the Securities Act of 1933, as amended (the “Act”), and Regulation A+ promulgated thereunder.
The Company is offering, on a best-efforts basis, shares of the Company’s common stock at a fixed price per share of $1.00 with a minimum of 500 shares to be sold up to a maximum of 10,000,000 shares. The Company will receive a maximum of 94% of the gross proceeds. The Offering will be conducted as a “Tier 2 Offering” under Regulation A (the “Offering”). The minimum per-investor investment in this Offering is $500.00. Entoro Securities has been engaged as the exclusive Broker Dealer for the Offering and will conduct the offering on a “best-efforts” basis, which means Entoro will use its commercially reasonable best efforts in an attempt to offer and sell the shares.
For purposes of rendering this opinion, I have examined the Offering Statement, the Company’s Articles of Incorporation filed on June 4, 2021, the Company’s Bylaws, the Exhibits attached to the Offering Statement, and such other documents and matters of law as I have deemed necessary for the expression of the opinion herein contained. For the purposes of such examination, I have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted. I have relied, without independent investigation, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
On the basis of and in reliance upon the foregoing examination and assumptions, I am of the opinion that assuming the Offering Statement shall have become qualified, the Shares, when issued by the Company against payment therefore (not less than par value) and in accordance with the Offering Statement and the provisions of the Subscription Agreements, a form of which I have reviewed, and when duly registered on the books of the Company’s transfer agent and registrar therefor in the name or on behalf of the purchasers, will be validly issued, fully paid and non-assessable.
I express no opinion as to the laws of any state or jurisdiction other than the applicable sections of the Arizona Revised Statutes, Title 10 - Corporations and Associations, as currently in effect and the federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to me under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. This opinion is for your benefit in connection with the Offering Statement and may be relied upon by you and by people entitled to rely upon it pursuant to the applicable provisions of the Act. In giving this consent, I do not admit that my firm is in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Sincerely,
| /s/ Carl P. Ranno |
| Carl P. Ranno |
