Exhibit 23.4
BATCHER, ZARCONE & BAKER, LLP
ATTORNEYS AT LAW
SOUTH BAY OFFICE
MAILING ADDRESS KAREN A. BATCHER
4190 BONITA ROAD, SUITE 205 kbatcher@bzblaw.com
BONITA, CALIFORNIA 91902
TELEPHONE: 619.475.7882 ADDITIONAL SAN DIEGO
FACSIMILE: 619.789.6262 OFFICES
March 5, 2008
Edward F. Myers III
Ads in Motion, Inc.
4139 Corral Canyon
Bonita CA 91902
Re: My Legal Opinion Pursuant to SEC Form S-1
Registration Statement for Ads in Motion, Inc.
Tax Consequences of Registration and Distribution
Dear Mr. Myers:
You have requested my opinion as counsel for Ads in Motion, Inc., a
Delaware corporation (the "Company") and certain of its shareholders (the
"Selling Shareholders") in connection with a Registration Statement on Form S-1
and the Prospectus included therein (collectively the "Registration Statement"),
the tax consequences of registration of the subject shares and subsequent
distribution to shareholders of Travers International, Inc..
THE REGISTRATION STATEMENT
The Registration Statement relates to the distribution of 500,000 shares of
the Company's common stock (the "Shares") owned by Travers International, Inc.
to its approximately 150 shareholders of record as of the close of business on
March 5, 2008 (the "Distribution").
LEGAL OPINION
Based upon our review of the Federal tax laws, I am of the opinion that:
1. As a result of Travers International, Inc. having no current or
accumulated earnings and profits allocable to the Distribution no portion of the
amount distributed will constitute a dividend for federal income tax purposes.
Therefore, no portion of the amount received constitutes a dividend, and will
not be eligible for the dividends-received deduction for corporations. Each
Travers Inc. stockholder will have a tax basis in Ads in Motion's common stock
distributed equal to the fair market value of the common stock distributed on
the Distribution date. The Distribution is not taxable as a dividend. The
distribution will be treated as a tax-free return of capital to the extent that
the fair market value of such portion of the amount received does not exceed the
stockholder's basis in the Travers International, Inc. common stock held, and as
a capital gain if and to the extent that the fair market value of such portion
is greater than such tax basis.
Mr. Myers
March 5, 2008
Page 2
CONSENT TO USE OF LEGAL OPINION
I hereby consent to the reference to my name in the Registration Statement
under the caption "Experts" and to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do hereby admit that I come
within the category of a person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the general rules and regulations
thereunder.
Regards,
BATCHER ZARCONE & BAKER, LLP
/s/ Karen Batcher
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Karen A. Batcher, Esq.