UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): March 13th , 2011
RAMOIL MANAGEMENT LTD.
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(Exact Name of Registrant as Specified in Charter)
WYOMING 033-12507-NY 13-3437732
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6475 PACIFIC COAST HWY., SUITE 365, LONG BEACH, CA 90803
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(Address of principal executive offices)
Registrant's telephone number, including area code:
323-952-3754
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ X ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
RAMOIL MANAGEMENT, LTD.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 13 th , 2011 (the "Closing Date"), Ramoil Management, Ltd., acquired 3D
Vision, Inc. which will be held as a wholly owned subsidiary, operating with
full autonomy. 3D Vision will remain a wholly owned subsidiary through an
initial bridge financing phase and until 3D Vision can begin to execute and
realize its business plan and future revenues. Upon successful launch of the new
3D Vision camera into the market, 3D Vision will be rolled out or demerged as
their own Public Company and Ramoil Management will retain 25% of the new Public
Company 3D Vision. With this completed, all Ramoil Management shareholders will
receive dividend shares in the new public entity 3D Vision, Inc.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On the Closing Date, pursuant to the terms of the Memorandum of Understanding
(MOU), Ramoil Management, Inc., acquired 100% of 3D Vision, Inc. on a temporary
basis with the understanding that a full demerging and/or roll-out will occur at
which point Ramoil Management, Inc. will then retain 25% of the new public
company 3D Vision, Inc. and the original shareholders of 3D Vision, Inc. will
retain the other 75%.
ITEM5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
In accordance with the changes taking place with Ramoil Management, Inc., Mr.
David Reiter was appointed to the Board of Directors in November of 2010. Mr.
Reiter's responsibilities will be focused on maintaining Investor Relations as
well as bringing his knowledge of niche technologies, like the film and
photography industry, with him.
ITEM 9.01 EXHIBITS.
(d) Exhibits.
Exhibit No. Description
10.1 Stock Purchase Agreement by and between Reid Stone
and Jacob Graber.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: Michael J. Goeree
/s/ Michael J. Goeree
Chief Executive Officer
Dated: March 30, 2011
Exhibit 10.1
MEMORANDUM OF UNDERSTANDING (MOU)
March 13th, 2011
3D Vision, Inc.
Attn: Andrew Park
1240 Quarry Street
Corona, CA 92879
USA
RE: TEMPORARY MERGER OPPORTUNITY WITH PUBLIC ROLL OUT
THIS MEMORANDUM OF UNDERSTANDING ("MOU") made March 13th, 2011, by and
between Ramoil Management, Ltd. ("RAMO") a Wyoming Corporation, with the DBA and
soon to be renamed Enviro Tech Capital, Ltd., whose address is 6475 Pacific
Coast Hwy., Ste. 365, Long Beach, CA 90803 and 3D Vision, Inc. ("3DV"), a
California Corporation whose address presently is 1240 Quarry Street, Corona,
CA, 92879, but will be changing within two (2) weeks to an Anaheim, CA address.
Hereafter, RAMO and 3DV sometimes referred to herein individually as a "Party"
and collectively as the "Parties".
WITNESSETH:
WHEREAS, RAMO has agreed to merge 3DV in as a wholly owned, autonomous
subsidiary for the sole purpose of creating short term bridge financing
utilizing RAMO.PK stock while executing a 3DV Alternative Public Offering
("APO") and,
WHEREAS, 3DV has agreed to do said merger and subsequent Alternative
Public Offering (APO) roll out at a later date and,
WHEREAS, Michael J. Goeree, owner of 51% or more shares and voting rights
of RAMO and also in his capacity and full fiduciary responsibility to RAMO's
shareholders agrees that the merger and APO with 3DV is in the best interest of
both RAMO and its shareholders and,
WHEREAS, Andrew Park, as Chairman and CEO of 3DV has full Board of
Directors and Shareholders authority, of 51% or greater, has a ratified
resolution to execute said merger and APO with RAMO and,
WHEREAS, RAMO agrees to allow 3DV to continue to operate with 100%
autonomy as it is operating today, while it utilizes the two million shares of
RAMO.PK to realize a short term capital injection or bridge financing for 3DV
and,
WHEREAS, RAMO, as quickly as possible will acquire a new Public
Company/Vehicle that 3DV can then merge out into and will continue support of
3DV to utilize its new public company to achieve its larger financing goals.
RECITALS
A. RAMO confirms its willingness to merge in 3DV to execute both
bridge financing and APO.
B. 3DV affirms its desire to execute a merger with RAMO with
subsequent APO.
C. Andrew Park, personally and in his capacity as Chairman and CEO of
3DV, affirms his/their desire to execute a merger with RAMO and
subsequent APO.
D. 3DV and RAMO both affirm that they have Fifty-One Percent (51%) or
more shareholders' consent to execute the merger and subsequent APO.
NOW, THEREFORE, in consideration of their mutual promises and agreements, the
Parties have agreed:
1. RAMO CONTRIBUTION
Subject only to applicable SEC and FINRA approvals, RAMO will deliver 3DV Two
Million (2,000,000) shares of RAMO.PK to be utilized to raise short term bridge
financing for 3DV. Further, RAMO will acquire another public company vehicle for
3DV to merge back out into as its own so 3DV may realize its larger financing
needs. RAMO's will continue to support and partner with 3DV to aid in its
financing efforts going forward.
2. COMPENSATION
Upon completion of the APO / Roll Out of 3DV, RAMO will retain Twenty Percent
(20%) of both the Common and Preferred Shared Issued and Outstanding in 3DV, the
new Public Company. Upon completion of the first (1st) round of financing within
the new 3DV Public Company, RAMO will move to a Twenty-Five Percent (25%)
ownership position of both the Common and Preferred Shared of the new 3DV Public
company. Said 5% increase in position will be seen as a deal completion bonus.
3. SHARE STRUCTURE OF NEW 3DV PUBLIC COMPANY
The shares of the newly organized 3DV Public Company will contain both Common
Shares, which are traded in the market and hold voting rights, along with
Preferred Shares which will carry both a "Super Voting Right" and "Dividend"
element to them. The "super Voting Rights" and "Dividend Amounts" will be
determined at a later date but within market norms.
4. RELATIONSHIP OF PARTIES.
The relationship of the parties nothing herein is intended to create or give
rise to a general or limited agency or partnership between the Parties. EACH
PARTY SHALL CONTINUE ITS SEPARATE BUSINESS FOR ITS SOLE AND EXCLUSIVE BENEFIT.
5. DEFINITIVE AGREEMENT - TERMINATION.
The Parties shall negotiate a permanent and full contract or agreement at a
later date. If so, at that time this MOU agreement shall immediately terminate
and the full contract shall govern.
6. FORCE MAJEURE.
ICC Publication #421 - Force Majeure is herby incorporated as an integral part
of this agreement.
7. APPLICABLE LAW.
This Agreement shall be governed and interpreted by the laws of the State of
California.
IN WITNESS WHEREOF, each Party has caused this MOU to be executed by its duly
authorized officer on the date first herein above written.
RAMOIL MANAGEMENT, LTD. 3D VISION, INC.
(dba and soon to become: Enviro|Tech Capital, Ltd.)
/s/ Michael J. Goeree /s/ Andrew Park
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By: Michael J. Goeree By: Andrew Park
Its: Chairman & CEO Its: Chairman & CE
