FORM 10-K-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
(FEE REQUIRED)
Commission File Number: 0-13409
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Legalopinion.com
formerly Eurotronics Holdings, Inc.
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Nevada 87-0550824
(Incorporation) (IRS Number)
3855 South Valley View #1, Las Vegas NV 89103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 652-3390
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 17,083,942
As of December 31, 1998, and 1997: 17,083,942.
As of November 15, 1999: 27,083,942
Yes[_] No[X] (Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.)
[_] (Indicate by check mark whether if disclosure of delinquent filers
(ss.229.405) is not and will not to the best of Registrant's knowledge be
contained herein, in definitive proxy or information statements incorporated
herein by reference or any amendment hereto.)
As of 12/31/98 and 12/31/97 the aggregate number of shares held by
non-affiliates was 1,792,833 shares. Due to the limited market for the Company
securities, no estimate is being supplied herewith of the market value for such
securities; however certain subsequent events are reported.
As of December 31, 1998, and 1997 the number of shares outstanding of the
Registrant's Common Stock was 17,083,942.
Exhibit Index is found on page 14
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PART I
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2
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Introduction
This Registrant has recently recovered from a period of dormancy, made a
material acquisition, and is now attempting to resume orderly reporting and
disclosure. During its dormancy, it has not filed reports. This Registrant's
last previous Annual Report was filed for the year ended December 31, 1996. The
Annual Report for the years ended December 31, 1997, and 1998 are filed close to
the end of 1999 and include important subsequent events to make disclosure as
meaningful and complete as possible. Shortly following the filing of the 1998
Annual Report, the Registrant will file Quarterly reports for each of the first
three quarters of 1999, and will file its 1999 Annual Report upon completion of
its audit for the current year. It is the intention of this Registrant to resume
normal reporting, in the foregoing manner.
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Item 1. Description of Business.
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(a) Historical Information. The Company was incorporated as a Utah corporation
on January 7, 1982 for the primary purpose of investigating and evaluating
prospective mineral properties for possible acquisition. On January 27, 1982,
the Company sold 15,000,000 shares at $.002 per share (converts to 23 shares
after reverse stock splits).
On August 5, 1983, the Company sold an additional 14,285,714 shares at
$.00175 to two affiliated corporations and two individuals for $25,000 (converts
to 19 shares after reverse stock splits). All future references to shares of
stock issued by the Company will be presented as if the reverse stock splits in
May 1995 and November 1997 had occurred retroactively for all periods presented.
In 1984, the company offered and sold 65 (post-post-reverse) shares in a
public offering for cash, $111,627, net of underwriting expenses.
The Company's unpatented mining claims and mineral leases which were
acquired in 1987 were lost because the Company had insufficient capital to pay
the mineral lease requirements and to perform the required minimum assessment
work. Between 1987 and April, 1994, the Company's activity was largely
restricted to maintaining its corporate legal status. The Company's current
business plan was to merge with or acquire another business entity.
On May 22, 1995 the Company adopted a 1,500 for 1 reverse stock split. On
May 23, 1995 the Company issued 150 shares of common stock for services of
undetermined value. Also during 1995 an additional 8,411 shares were issued:
1,744 for cash, 2,863 for services, 444 for debt, and 3,330 for other assets.
During 1996, 196 post reverse stock split shares were issued for costs
associated with a proposed merger.
On December 20, 1995 the Company approved an Agreement and Plan of Exchange
between the Company, Eurotronics International Incorporated (EII) and EII's
shareholders. The agreement stipulated that the company issue and exchange
shares of its common stock for all of the issued and outstanding shares of the
common stock or EII. On May 8, 1996, the Company, EII and EII's shareholders
executed a rescission of the agreement. The rescission was made effective as of
the date of the original agreement.
On July 30, 1996 the Company approved an Agreement and Plan of Exchange
between the Company, InterConnect West, Inc. (InterConnect), and InterConnect's
shareholders. The agreement stipulated that the Company issue and exchange
shares of its common stock for all of the issued and outstanding shares of the
common stock of Interconnect. This agreement was later amended on February 3,
1997. On June 3, 1997 the Company, InterConnect and InterConnect's shareholders
executed a rescission of the agreement.
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In April, 1997, the Company issued 196 shares for services. The recision
was made effective as of the date of the original agreement. On October 23, 1997
the Company issued 59 shares of common stock to an officer of InterConnect as
payment for $6,435 in expenses incurred by him as a result of the merger
attempt. Consistent with the effective dates of the rescissions, these
transactions have been considered void from inception and , therefore, are not
reflected in the financial statements, except for the costs incurred.
On October 27, 1997 the Company issued 7,563 shares to Canton financial
Services to settle a debt related to an existing consulting contract in the
amount of $182,892.
On October 30, 1997 the Company issued 283,864 shares to Saxx Capital,
Inc., an Ontario, Canada corporation ("Saxx") in Exchange for all of the issued
and outstanding capital stock of Saxx, making Saxx a wholly owned subsidiary.
Also On October 30, 1997, Saxx paid $150,000 in cash to three consultants as
consideration for their services related to the transaction. The Company issued
33,396 shares to the same three consultants as additional consideration relating
to this transaction. Saxx was a newly created corporation and had no assets or
transactions other than the payment of $150,000 to consultants.
Effective on November 17, 1997, the Company adopted a 510 for 1 reverse
stock split. On November 24, 1997 the Company issued 15,000,000 shares for all
of the outstanding shares of First International Properties Inc., an Ontario
Canada corporation ("First"), making First a wholly owned subsidiary. This
transaction was recorded based on the estimated cost of forming a new corporate
entity - $1500. During December 1997 the Company issued 1,750,000 shares for
services valued at $175, to officers and directors for services.
As a result of the foregoing, as of December 31 1997, and December 31,
1998, the Registrant had 17,083,942 issued and outstanding.
(b) The Reorganization of Registrant and Its Subsidiaries.
On August 9, at a Special Meeting of Shareholders, of Eurotronics Holding
Corporation, it was resolved to move the corporation from Utah to Nevada, change
the corporate name to LegalOpinion.Com, Inc., to approve and authorize the
acquisition of that certain Canadian Corporation also called LegalOpinion.com,
Inc., and to elect three directors, one of whom has since resigned. On or about
August 9, 1999, this Registrant changed its place of incorporation from Utah to
Nevada, pursuant to that certain Plan of Merger for Change of Situs (Exhibit
2.1). The name change was accomplished simultaneously with the change of situs.
As a result of these events, this Registrant Corporation is a Nevada
Corporation, is named LegalOpinion.com, and has new business, assets and a new
plan of operation. Forthwith upon the effective date hereof, each and every one
share of stock of the Public Utah Company was converted to one share of the
Nevada Company.
(c) Summary of Significant Events following Reorganizations.
(1) Change of Control. In connection with and following the Reorganization,
control of this Registrant changed. On or about August 1, 1999, a new group of
investors purchased a total of 15,000,000 shares constituting a potential
control block from a previous shareholder group represented by Kevin Woltjen,
then counsel for the company and its Canadian principals. New Directors were
elected at a meeting of shareholders held on August 9, 1999, in Utah under the
auspices of Eurotronics Holdings, Inc., the Utah corporate predecessor of this
Nevada Issuer.
The following table indicates the Issuer's current information as to the
amounts of shares acquired by each of new investors with respect to the purchase
of the 15,000,000 shares, constituting the change of control on about August 1,
1999.
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Shareholder # Shares % of Total
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Don Crompton (President) 150,000 0.88
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Rae Meier (Secretary) 150,000 0.88
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LWL Capital Corporation 1,500,000 8.78
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Three FFF Corporation 1,500,000 8.78
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Nottinghill Resources Ltd. 1,500,000 8.78
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498534 Alberta Ltd. 1,350,000 7.90
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Melbourne Investments Ltd. 1,500,000 8.78
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Baycove Investments Ltd. 1,500,000 8.78
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Mid Atlantic Fidelity Trust 1,350,000 7.90
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Season Finance Ltd. 1,500,000 8.78
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Christy Johns 1,500,000 8.78
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Tri L Enterprises Ltd. 1,500,000 8.78
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Total New Investors 15,000,000 87.80
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Total Issued and Outstanding 17,083,942 100.00
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Please refer to Item 11, for more information
On or about May 15, 1999 Baycove Investments Limited (Baycove)(a private
company incorporated in Ireland), and Bondock Capital Ltd. (Bondock)(a private
Alberta company) offered to sell, and this Issuer offered to buy 100% of a third
private Alberta company, LegalOpinion.com. Baycove and Bondock were each 50%
owners of LegalOpinion (Alberta). The price was 9,000,000 shares of common stock
of this issuer, plus $100,000.00 United States Dollars. This offer was accepted
by the shareholders of the Issuer on August 9, 1999. The Registrant has recently
committed to issue 1,000,000 shares for pre-paid television advertising. a
one-year, five days a week, 6-12 commercials per day, contract. As a result of
those issuances, 27,083,942 shares were issued and outstanding, as of November
15, 1999, treating the last 1,000,000 shares as if issued.
At the Utah meeting of shareholders, of August 9, 1999, approval was given
for an acquisition by the Issuer, of legalopinion.com, Inc. (a private Alberta
corporation). New Directors and Officers elected August 9, 1999, were Don
Crompton (elected President), Brian Lovig (elected Treasurer) and Rae Meier
(elected Secretary). Beneficial ownership of management and affiliates is
reported as follows:
Don Crompton (President) ................................. 150,000
Brian Lovig (Treasurer)(1) ............................... 4,500,000
Rae Meier (Secretary) .................................... 150,000
(1) Mr. Lovig is shown as the attributed owner of shares owned by his family
trust, of which his wife is Trustee. These are 50% of the exchange shares
for the acquisition of LegalOpinion.com, the Canadian acquired company.
The acquired Alberta LegalOpinion company has entered into an agreement to
purchase a national television advertising package from Spectra Holdings,
consisting of twelve broadcast spots each day
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for one year or 3,120 thirty second spots in total. The wholesale value is
$10,000,000.00 (US). The purchase price is to be 1,000,000 new investment shares
of common stock. In addition, Spectra Holdings has been contracted to produce
several commercials for use in the television advertising campaign, scheduled to
begin November 1, 1999. Operation with the Web Page will begin on October 31,
1999.
A patent has been applied for the legalopinion.com concept and its special
features. Two financial consulting and investor relations firms have been
retained to assist in strategic planning and to increase exposure to the
investment community. Medallion Capital Corporation:(1-800-295-0671), Clear
Communication.net LLC: (1-800-785-3995).
(d) The Business of Registrant and Its Subsidiaries. On October 31, 1999, this
Reporting Registrant launched its web-site. "legalopinion.com" is a
Seattle-based online directory service offering consumers the convenience and
quality of in-home and in-business legal consultation. The site provides
consumers and attorneys the ability to interact in a new, simple and convenient
way. The uniqueness comes from providing consumers with direct access to an
online written opinion from an appropriately licensed attorney experienced in
the particular problem area and located in their geographical jurisdiction. The
system opened with more than 600 attorneys, serving 90% of the United States.
The Registrant has continued to add attorneys and coverage. The Registrant plans
expansion into Canada in the coming months, and is preparing to expand coverage
into the United Kingdom of Great Britain and Northern Ireland. At this date the
company has over 900 attorney's and all 50 states are covered.
The Registrant does not practice law in any jurisdiction.
There are more than 200 links to other sites, which the users may find
helpful. The Registrant is endeavoring to develop other strategic relationships
to many more related sites including numerous State, National and International
sites of related interest.
Mindquake Software is a Vancouver based software developer. These are our
contractors who did the design and implementation of the system. Contract with
them for the service is for US$50,000 and provides the complete design and
construction of the site. 80% of the contract balance has been paid, and the
balance will be paid as the site changes are completed. Exodus communications,
Inc. has installed the dedicated server in the Seattle service center, and the
system is ready to provide a secure and seamless link between the attorney and
the client. Exodus has paid us US$15,000 for the equipment, and the Registrant
will pay US$4,200 per month for them to house the equipment in the racks,
service the server, and provide band width. This contract and is renewable. The
Registrant has a contract with Saultmine Creative, a Seattle creative company,
that did the artistic and verbal input to the site. Their contract was
US$35,000, which has been substantially paid.
(e) Financing Plans. The Registrant is currently negotiating a $5,000,000
financing to be advanced in 3 or more traunches. The first traunch to be
$1,500,000 secured by a convertible debenture. This is a best efforts financing
and final terms of the Letter of Intent, are still being negotiated.
(f) Government Regulation. There are no issues of government regulation unique
to this Registrant or its business. The Registrant does not practice law in any
jurisdiction.
(g) Competition. There are inherent difficulties for any company competing in
any field with limited resources, and particularly for companies newly entering
a particular field or fields. The Company lacks the resources of other
established companies in the various areas in which it expects to competes.
There is a relative ease of entry into the industry segment in which this
Registrant operates. The Company is not well established or known in its field,
and has intense competition from other, larger
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firms, with substantially greater resources, more established histories,
backgrounds, experience and records of successful operations, more employees,
and more extensive facilities than the Company will have in the near future and,
accordingly, some companies are in a much better position to compete and to
expand operation within the industry segment of this Registrant.
(h) Planned Acquisitions. There are no planned acquisitions.
(i) Employees. The Registrant has 9 full-time and 1 part-time employees. The
Registrant has a contract with Paradigm Financial Management Contract Group at
$17,500 per month that provides for the payment of salaries to the Registrant's
employees and payment of rent for its office located in Kelowna, BC, Canada.
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Item 2. Description of Property.
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The Registrant has an office located at #230-2000 Spall Road, Kelowna BC.
V1Y 9P6, that contains approximately 900 square feet of space and is rented for
CDN$800.00 per month pursuant to a lease entered into on August 1, 1999. After
February 1, 2000, the lease will be on a month to month basis. The Registrant
also pays US$250.00 per month for another office located at Two Union Square,
42nd Floor 601 Union Street, Seattle Washington, 98101. There are plans to
acquire additional space in Seattle in the near future. The Registrant owns a
computer server with a value of approximately $15,000. The use of limited office
equipment is also provided pursuant to the Registrants contract with Paradigm
Financial Management Contract Group. The Registrant also has received informal
notification that its United States Paten Application titled "Method and System
for Internet Delivery of Legal Services" has received a filing date of September
24, 1999. The official filing receipt has not yet been received.
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Item 3. Legal Proceedings.
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There are no material legal proceedings pending against the Company, as of
the preparation of this Report.
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Item 4. Submission of Matters to a Vote of Security Holders.
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On August 9, at a Special Meeting of Shareholders, of Eurotronics Holding
Corporation, it was resolved to move the corporation from Utah to Nevada, change
the corporate name to LegalOpinion.Com, Inc., to approve and authorize the
acquisition of that certain Canadian Corporation also called LegalOpinion.com,
Inc., and to elect three directors. On or about August 9, 1999, this Registrant
changed its place of incorporation from Utah to Nevada, pursuant to that certain
Plan of Merger for Change of Situs (Exhibit 2.1). The name change was
accomplished simultaneously with the change of situs. As result of these events,
this Registrant Corporation is a Nevada Corporation, is named LegalOpinion.com,
Inc., and has new business, assets and a new plan of operation. Forthwith upon
the effective date hereof, each and every one share of stock of the Public Utah
Company was converted to one share of the Nevada Company.
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PART II
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Item 5. Market for Common Equity and Stockholder Matters.
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(a) Market Information. The Registrant Company has one class of securities,
Common Voting Equity Shares ("Common Stock"). Each of the Company's Securities
may be quoted in the over-the-counter market, but there is a young, sporadic and
potentially volatile trading market for them. Quotations for, and transactions
in the Securities, and transactions are capable of rapid fluctuations, resulting
from the influence of supply and demand on relatively thin volume. There may be
buyers at a time when there are no sellers, and sellers when there are no
buyers, resulting in significant variations of bid and ask quotations by
market-making dealers, attempting to adjust changes in demand and supply. A
young market is also particularly vulnerable to short selling, sell orders by
persons owning no shares of stock, but intending to drive down the market price
so as to purchase the shares to be delivered at a price below the price at which
the shares were sold short.
Of the Company's 17,083,942 issued and outstanding shares of Common Stock
as of December 31, 1998, management believes that approximately 15 million
shares of the Company's restricted Common Stock may be presently sold in
compliance with Rule 144. Rule 144 provides among other things and subject to
certain limitations that a non-affiliate person holding restricted securities
for a period of two years may sell those securities, free of restriction in
brokerage transactions. Possible or actual sales of the Company's Common Stock
under Rule 144 may have a depressive effect upon the price of the Company's
Common Stock. The Company's 9,000,000 exchange shares are restricted securities
and new investment shares, pursuant to Rule 144(a) and Rule 145.
(b) Holders. Management calculates that the approximate number of holders of the
Company's Common Stock, as of December 31, 1998, was 575.
(c) Dividends. No cash dividends have been paid by the Company on its Common
Stock and no such payment is anticipated in the foreseeable future.
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Item 6. Management's Discussion and Analysis or Plan of Operation.
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(a) Plan of Operation for the next twelve months.
(1) Cash Requirements and of Need for additional funds, twelve months. In
order for the company to further attract consumers to its web site and
additional marketing program is warranted. In consideration of this program the
company will need approximately $1 million - $1.5 million in additional funding.
The company also plans to expand it's marketing efforts into Europe and it may
need, as well, an additional $1 million over the next 12 month period to execute
an aggressive market agenda in this area.
(2) Summary of Product Research and Development. As the software and
website have already been completed and a majority of the development work is
complete. Ongoing changes may be completed as the company receives feedback from
both lawyers and consumers that use its website. If the demand is strong from
Europe and consumers indicate they require another language, the company may
translate its software into several different languages to allow the site to be
used by consumers throughout the world.
(3) Expected purchase or sale of plant and significant equipment. None at
this time
(4) Expected significant change in the number of employees. There is no
significant change expected in the number of employees, as the website is
self-contained. Further employees may be required if demand increases
significantly for customer support and sales.
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(b) Discussion and Analysis of Financial Condition and Results of Operations.
The Registrant hast carried on to keep its legal identity for 1997 and 1998 and
for the first 2 quarters of 1999. There were no operating entities. Therefore
expenses were just incurred and no revenue taken in.
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Item 7. Financial Statements.
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Please see the Exhibit Index found on page 16 of this Report.
The financial statements listed therein, attached hereto and filed
herewith are incorporated herein by this reference as though fully set forth
herein.
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Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
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None.
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PART III
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11
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Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
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New Directors and Officers elected August 9, 1999, were Don Crompton
(elected President), Brian Lovig (elected Treasurer) and Rae Meier (elected
Secretary). Beneficial ownership of management and affiliates is reported as
follows:
Don Crompton (President) ......................... 150,000
Brian Lovig (Treasurer)(1) ....................... 4,500,000
Rae Meier (Secretary) ............................ 150,000
(1) Mr. Lovig is shown as the attributed owner of shares owned by his family
trust, of which his wife is Trustee. These are 50% of the exchange shares
for the acquisition of LegalOpinion.com, the Canadian acquired company.
Don Crompton, age 52 serves as a director and as president for Registrant.
Over the past 5 hears Mr. Crompton has been an owner/operator Realtor with
Realty World Corp. of Kelowna, BC, Canada. During this same period and
previously, he has also served as a consultant for financial and mortgage
start-up companies. In the course of work Mr. Crompton has recruited and trained
over 1,000 sales professionals. He holds a degree in commerce and frequently
lectures at various leadership and management seminars.
Brian Lovig age 49, serves as a director, chief financial officer and
treasurer for Registrant. Mr Lovig, who is the author of Bright Business Ideas I
and II for the past 5 years has been an investor and financier in a number of
public and private companies. Mr Lovig during that period has also served as an
independent auctioneer for real estate properties.
Rae Meier, age 54, serves as a director and corporate secretary for
Registrant. Since May, 1994, Mr Meier has been co-owner and manager of Paradigm
Financial Services Ltd. Paradigm is a mortgage, brokerage company. Mr Meier has
over 30 years experience in corporate finance, management and marketing with
various companies.
No Director has resigned or declined to stand for re-election at any time
during the last year because of any disagreement on any matter of any sort
involving any aspect of Registrant's operations, policies or practices.
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Item 10. Executive Compensation.
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No officer or director receives any salary or benefits directly from the
Registrant and there are no stock options or bonuses established for any of
these persons. Don Crompton is indirectly compensated from the fee paid to
Paradigm Financial Consulting Group of which he also serves as President.
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Item 11. Security Ownership of Certain Beneficial Owners and Management.
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TABLE A
CERTAIN BENEFICIAL OWNERS AND OWNERS OF 5% OR MORE
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NAME AND ADDRESS OF BENEFICIAL OWNER SHARE % OF
COMMON STOCK OWNERSHIP TOTAL
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LWL Capital Corporation 1,500,000 5.75
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Three FFF Corporation 1,500,000 5.75
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Nottinghill Resources Ltd. 1,500,000 5.75
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498534 Alberta Ltd. 1,350,000 5.18
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Melbourne Investments Ltd. 1,500,000 5.75
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Baycove Investments Ltd. 1,500,000 5.75
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Mid Atlantic Fidelity Trust 1,350,000 5.18
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Season Finance Ltd. 1,500,000 5.75
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Christy Johns 1,500,000 5.75
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Tri L Enterprises Ltd. 1,500,000 5.75
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Total 5% Owners 14,700,000 56.36
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Total Issued and Outstanding 26,083,942 100.00
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TABLE B
OFFICERS AND DIRECTORS
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NAME AND ADDRESS OF BENEFICIAL OWNER SHARE % OF
COMMON STOCK OWNERSHIP TOTAL
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Don Crompton (President) 150,000 0.58
Two Union Square, 42nd Floor 601 Union Street,
Seattle Washington, 98101
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Rae Meier (Secretary) 150,000 0.58
Two Union Square, 42nd Floor 601 Union Street,
Seattle Washington, 98101
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Brian Lovig (Treasurer)(1) 4,500,000 17.25
Two Union Square, 42nd Floor 601 Union Street,
Seattle Washington, 98101
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All Officers and Directors as a Group 4,800,000 22.05
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Total Shares Issued and Outstanding 26,083,942 100.00
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(1) Mr. Lovig is shown as the attributed owner of shares owned by his family
trust, of which his wife is Trustee. These are 50% of the 9,000,000
exchange shares issued for the acquisition of LegalOpinion.com, the
Canadian acquired company.
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Item 12. Certain Relationships and Related Transactions.
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The Registrant entered into a Management Consulting Agreement with
Medallion Capital to provide certain corporate planning and consulting services.
Plus coordinate the registrant's Investor Relations Program. Medallion has added
Clear Communications.Net to the Investor Relations group. The contract calls for
payment of $3,000 per month plus certain expenses.
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Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) Financial Statements. Please see Exhibit Index following.
(b) Form 8-K Reports. No Reports on Form 8-K were filed during the period
covered by this Annual Report. A report on Form 8-K was filed about August 25,
1999, reporting the reorganization and related events reported as subsequent
events in this Annual Report.
(c) Exhibits. Please see Exhibit Index following.
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Registration Statement
Each Exhibit is filed under an Exhibit Cover-page, and indexed by the
Exhibit Number, Description, and sequential page number of this Report.
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PAGE
EXHIBIT TABLE CATEGORY / DESCRIPTION OF EXHIBIT
NUMBER NUMBER
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[2] PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT,
LIQUIDATION OR SUCCESSION
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2.1 Articles of Merger and Plan of Reorganization
Eurotronics Holdings, Inc. (a Utah corporation)
to LegalOpinion.com (a Nevada corporation) 16
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[3] ARTICLES OF INCORPORATION AND BY-LAWS
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3.1 ARTICLES OF INCORPORATION LegalOpinion.com (a
Nevada Corporation) 22
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3.2 BY-LAWS LegalOpinion.com (a Nevada Corporation) 25
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FINANCIAL STATEMENTS
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F-1 Audited Financial Statements for years ending
December 31, 1998 and 1997, and from inception,
January 7, 1982. 35
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F-2 Audited Financial Statements for years ending
December 31, 1997 and 1996, and from inception,
January 7, 1982. 46
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Supplementary Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Act by
Registrants which Have Not Registered Securities
Pursuant to Section 12 of the Act.
No annual report or proxy material has been sent to security holders.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the individual capacities and on the date indicated.
Legalopinion.com
formerly Eurotronics Holdings, Inc.
Dated: November 15, 1999
/s/ DON CROMPTON /s/ BRIAN LOVIG
- ----------------------------- ------------------------
Don Crompton Brian Lovig
PRESIDENT CEO/DIRECTOR CHIEF FINANCIAL OFFICER
/s/ RAE MEIER
------------------------------
Rae Meier
SECRETARY/DIRECTOR
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Exhibit 2.1
Articles of Merger and Plan of Reorganization Eurotronics Holdings, Inc.
(a Utah corporation) to LegalOpinion.com (a Nevada corporation)
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ARTICLES OF MERGER
BY WHICH
Eurotronics Holdings, Inc.
(A UTAH CORPORATION)
SHALL MERGE WITH AND BECOME
LegalOpinion.com
(a Nevada corporation)
First, the Plan of Merger for Change of Situs:
(1) That certain PLAN OF MERGER FOR CHANGE OF SITUS, dated August 9, 1999 is
attached hereto and incorporated herein by this reference as though fully set
forth herein.
Second, information re Shareholder Action:
(2) Shareholder Action is not required, for the reason that the former
shareholders and the resulting shareholders are the same without dilution or
change, and that the exchange of shares is in effect merely an exchange of
situs. (Nevada: NRS 78.454). However, shareholder approval was obtained in Utah
this day, August 9, 1999, at a meeting of shareholders called regularly with
notice, 15,000 shares present and voting in favor, 17,083,942 issued,
outstanding and entitled to vote.
Third, Corporate Authority:
(3) The PLAN OF MERGER FOR CHANGE OF SITUS and the performance of the terms of
the PLAN OF MERGER FOR CHANGE OF SITUS, by the each and all of the parties and
entities mentioned in the PLAN OF MERGER FOR CHANGE OF SITUS were duly
authorized by all action required by the laws under which each was incorporated
or organized and by its constituent documents, to which representation each of
the undersigned duly certifies and attests.
Fourth, Effective Date:
(4) The exchange shall become effective at the earliest date provided or allowed
by law, and not later than certification by each applicable State Official that
this document has been accepted for filing and filed.
Fifth Signing:
(5) These Articles of Merger are signed by the duly authorized Officers of the
each applicable entity as follows:
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
SIGNATURES APPEAR ON THE FOLLOWING PAGE OR PAGES
<PAGE>
ARTICLES OF MERGER FOR CHANGE OF SITUS
August 9, 1999 Page 18
ALL SIGNATURES ON THIS PAGE MUST BE NOTARIZED
Eurotronics Holdings, Inc. LegalOpinion.com
(A UTAH CORPORATION) (a Nevada corporation)
by by
/s/ DON CROMPTON /s/ DON CROMPTON
- ----------------------------- -----------------------------
Don Crompton Don Crompton
PRESIDENT PRESIDENT
/s/ DON CROMPTON /s/ RAE MEIER
- ----------------------------- -----------------------------
Don Crompton Rae Meier
SECRETARY SECRETARY
18
<PAGE>
ARTICLES OF MERGER FOR CHANGE OF SITUS
August 9, 1999 Page 19
PLAN ATTACHED
19
<PAGE>
PLAN OF MERGER FOR CHANGE OF SITUS
BY WHICH
Eurotronics Holdings, Inc.
(A UTAH CORPORATION)
WILL MERGE WITH AND INTO
LegalOpinion.com
(A NEVADA CORPORATION)
FOR THE PURPOSE OF CHANGING THE PLACE OF INCORPORATION
This Plan of Reorganization is made effective and dated this day of
August 9, 1999, by and between the above referenced corporations, sometimes
referred to herein as "the Public Company" and "the Private Company",
respectively.
I. RECITALS
A. The Parties to this Agreement
1. Eurotronics Holdings, Inc. ("the Public Company") is a Utah
Corporation.
2. LegalOpinion.com ("the Private Company") is a Nevada Corporation,
having been created (or to be created) on behalf of Eurotronics
Holdings, Inc. for the purpose of changing the place of incorporation
from Utah to Nevada .
B. The Capital of the Parties:
1. The Capital of the Public Company consists of 200,000,000 shares of
common voting stock of $0.0001 par value authorized, of which
17,083,942 shares are issued and outstanding.
2. The Capital of the Private Company consists of 50,000,000 shares of
common voting stock of $0.001 par value authorized, of which no shares
have been or are issued or outstanding.
C. The Decision to Reorganize to Change Situs: The Parties have resolved,
accordingly, to merge and relocated the place of incorporation, by means of the
following reorganization, by which the Public Company will merge with and into
the Private Company move to Nevada.
II. PLAN OF REORGANIZATION
A. Change of Situs: The Public Company (Utah) and the Private Company (Nevada)
are hereby reorganized for the sole and singular purpose of changing the place
of incorporation of Eurotronics Holdings, Inc.; such that immediately following
the Reorganization the Utah Public Company will move to Nevada .
<PAGE>
PLAN OF MERGER FOR CHANGE OF SITUS
August 9 Page 21
1. The Public Company: Eurotronics Holdings, Inc. of Utah will merge with
and into and thereafter be LegalOpinion.com of Nevada . The Public Company
will retain its corporate personality and status, and will continue its
corporate existence uninterrupted, in and through, and only in and through
the Nevada Corporation.
2. Conversion of Outstanding Shares: Forthwith upon the effective date
hereof, each and every one share of stock of the Public Utah Company shall
be converted to one share of the Nevada Company. Any such holders of shares
may surrender them to the transfer agent for common stock of the Public
Utah Company, which transfer agent shall remain and continue as transfer
agent for the Nevada Company, until and unless changed later.
3. Effective Date: This Plan of Reorganization shall become effective
immediately upon approval and adoption by Corporate parties hereto, in the
manner provided by the law of its place of incorporation and its
constituent corporate documents, the time of such effectiveness being
called the effective date hereof.
4. Surviving Corporations: The Nevada Company shall survive the
Reorganization after Reorganization, with the operational history of the
Utah Company before the Reorganization, and with the management, duties and
relationships to its shareholders unchanged by the Reorganization and with
all of its property and with its shareholder list unchanged.
5. Further Assurance, Good Faith and Fair Dealing: the Directors of each
Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith
with each other and each others shareholders.
THIS REORGANIZATION AGREEMENT is executed on behalf of each Company by its
duly authorized representatives, and attested to, pursuant to the laws of its
respective place of incorporation and in accordance with its constituent
documents.
Eurotronics Holdings, Inc. LegalOpinion.com
(A UTAH CORPORATION) (a Nevada corporation)
by by
/s/ DON CROMPTON /s/ DON CROMPTON
- ----------------------------- -----------------------------
Don Crompton Don Crompton
PRESIDENT PRESIDENT
/s/ DON CROMPTON /s/ RAE MEIER
- ----------------------------- -----------------------------
Don Crompton Rae Meier
SECRETARY SECRETARY
21
- --------------------------------------------------------------------------------
Exhibit 3.1
ARTICLES OF INCORPORATION LegalOpinion.com
(a Nevada Corporation)
- --------------------------------------------------------------------------------
22
<PAGE>
ARTICLES OF INCORPORATION
OF
LegalOpinion.com
Article I. The name of the Corporation is LegalOpinion.com.
Article II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc.
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate of
50,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$50,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
Article VI. The name and address of the Incorporator of the corporation is
WILLIAM STOCKER, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, PHONE (949) 248-9561, FAX (949) 248-1688. The affairs
of the corporation shall be governed by a Board of Directors of not less than
one (1) nor more than (7) persons. The Incorporator shall act as Sole Initial
Director.
Article VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
Article VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By- laws.
23
<PAGE>
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
July 26, 1999.
/s/ WILLIAM STOCKER
---------------------------
WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
24
- --------------------------------------------------------------------------------
Exhibit 3.2
BY-LAWS LegalOpinion.com
(a Nevada Corporation)
- --------------------------------------------------------------------------------
25
<PAGE>
By-Laws
OF
LegalOpinion.com
A NEVADA CORPORATION
Article I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
Article II
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
Section 2. Annual Meetings
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
Section 3. Special Meetings
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
Section 4. Notices of Meetings
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the
26
<PAGE>
officer or persons calling the meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
stockholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid. Closing of Transfer Books or Fixing
Record Date.
(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.
Section 5. Voting List.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
Section 6. Quorum.
At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
27
<PAGE>
Section 7. Proxies.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
Section 8. Voting.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
Section 9. Order of Business.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
Section 10. Informal Action by Stockholders.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
Section 11. Books and Records.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the
28
<PAGE>
inspection. No book, account, or record of the Corporation may be inspected
without the legal counsel and the accountants of the Corporation being present.
The fees charged by legal counsel and accountants to attend such inspections
shall be paid for by the Stockholder demanding the inspection.
Article III
BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
Section 2. Number, Tenure, and Qualifications.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
Section 3. Regular Meetings.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
Section 5. Notice.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 6. Quorum.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
29
<PAGE>
Section 7. Manner of Acting.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
Section 8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
Section 9. Removal of Directors.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
Section 10. Resignation.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
Section 11. Compensation.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 12. Executive and Other Committees.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
Article IV
OFFICERS
Section 1. Number.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
30
<PAGE>
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
Section 3. Removal.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
Section 5. President.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
Section 6. Chairman of the Board.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
Section 7. Secretary.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
31
<PAGE>
Section 8. Treasurer.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by- laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
Section 9. Salaries.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
Article V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
Section 4. Deposits.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.
32
<PAGE>
Article VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year, or on such other day as the Board of Directors shall fix.
Article VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
Article VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
Article IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
Article X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.
33
<PAGE>
CERTIFICATION
The Secretary of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
Executed, and Corporate Seal affixed, this day of October 15, 1999.
/s/ RAE MEIER
------------------------------
Rae Meier
34
<PAGE>
- --------------------------------------------------------------------------------
Exhibit F-1
Audited Financial Statements
for years ending December 31, 1998 and 1997,
and from inception, January 7, 1982.
- --------------------------------------------------------------------------------
35
<PAGE>
[LOGO] 941 East 3300 South, Suite 202
ANDERSEN ANDERSEN & STRONG, L.C. Salt Lake City, Utah 84106
Certified Public Accountants and Business Telephone 801-486-0096
Consultants Fax 801-486-0098
Member SEC Practice Section of the AICPA E-mail: KAndersen @msn.com
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Board of Directors
Eurotronics Holdings Incorporated
Salt Lake City, Utah
We have audited the balance sheet of Eurotronics Holdings Incorporated
Corporation (a development stage company) as of December 31, 1998 and the
related statements of operations, changes in stockholders' equity, and flows
from the date of inception (January 7, 1982) through December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eurotronics Holdings
Incorporated as of December 31, 1998 and the results of its operations, its
changes in stockholders, equity and its cash flows from the date of inception
(January 7, 1982) through December 31, 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, since its inception (January 7, 1982), the Company has
been in the development stage and has suffered recurring losses from operations,
raising substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
November 2, 1999
Salt Lake City, Utah
A member of ACF International with affiliated offices worldwide
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
BALANCE SHEET
December 31, 1998
ASSETS
CURRENT ASSETS:
None $ --
-----------
Total current assets $ --
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 13,400
-----------
Total Current Liabilities 13,400
-----------
STOCKHOLDERS' EQUITY (deficit) (Note 1)
Common stock, $.0001 par value;
Authorized, 200,000,000 shares;
Issued, 17,083,942 shares 1,708
at December 31, 1998
Additional paid-in capital 1,343,470
Deficit accumulated during development stage (1,358,578)
-----------
(13,400)
-----------
$ --
===========
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF OPERATIONS
Years Ended December 31, 1998 and 1997
Period from Date of Inception (January 7, 1982) To December 31, 1998
<TABLE>
<CAPTION>
Inception Through
Dec. 31
1998 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Revenue:
Interest Income $ -- $ -- $ 61,208
------------ ------------ ------------
-- -- 61,208
============ ============ ============
Expenses:
Investigation, evaluation and exploration of
prospective mineral properties -- -- 424,416
Loss on investment securities -- -- 28,302
General and administrative 13,400 284,146 968,495
Amortization and depreciation -- -- 1,000
------------ ------------ ------------
13,400 284,146 1,422,213
------------ ------------ ------------
Net loss before taxes and extraordinary item (13,400) (284,146) (1,361,005)
Tax Expense -- -- 183
------------ ------------ ------------
Loss before extraordinary item (13,400) (284,146) (1,361,188)
Extraordinary item - debt settlement -- -- 2,610
------------ ------------ ------------
NET LOSS $ (13,400) $ (284,146) $ (1,358,578)
============ ============ ============
NET LOSS PER COMMON SHARE - BASIC $ -- $ (0.10)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 17,083,942 2,714,071
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from Date of Inception (January 7, 1982) To December 31, 1998
<TABLE>
<CAPTION>
Additional
Common Stock Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Issuance of common stock to incorporators
for cash - 1982 at $1,305.35 (see 1983 change) 20 $ -- $ 30,000 $ --
Change in number of shares issued to
incorporators and price per share - 1983 3 -- -- --
Issuance of common stock for cash - 1983 at $1,315.79 19 -- 25,000 --
Public stock offering for cash, net of $111,627
in underwriting expenses - 1984 at $5,898.06 65 -- 383,374 --
Sale of warrants (no warrants exercised - expired 1989) -- -- 100 --
Issuance of shares for no determinable
consideration - May 1995 150 -- -- --
Issuance of shares for cash - 1995 at $61.01 1,774 -- 108,250 --
Issuance of shares for services - 1995 at $50.99 2,863 -- 145,992 --
Issuance of shares for debt - July 1995 at $51.01 444 -- 22,650 --
Issuance of shares for assets - Dec. 1995 at $50.99 3,330 1 169,810 --
Issuance of shares for costs of propsed merger -
August 1996 at $153.06 196 -- 30,000 --
Net loss for the period from date of inception
(January 7, 1982) through December 31, 1996 -- -- -- (1,061,032)
----------- ----------- ----------- -----------
Balance December 31, 1996 8,864 1 915,176 (1,061,032)
----------- ----------- ----------- -----------
Issuance of shares for services - April 1997 at $367.35 196 -- 72,000 --
Issuance of shares for services - October 1997 at $0.51 33,396 3 16,997 --
Issuance of shares for expenses - October 1997 at $109.07 59 -- 6,435 --
Issuance of shares for debt - October 1997 at $24.18 7,563 1 182,891 --
Issuance of shares - Saxx Capital merger expenses -
October 1997 at $0.53 283,864 28 149,971 --
Issuance of shares - First International Properties
acquisition expenses - November 1997 at $0.0001 15,000,000 1,500 -- --
Issuance of shares for services - December 1997
at $.0001 1,750,000 175 -- --
Results of operations year ended December 31, 1997 -- -- -- (284,146)
----------- ----------- ----------- -----------
Balance December 31, 1997 17,083,942 1,708 1,343,470 $(1,345,178)
----------- ----------- ----------- -----------
Results of operations year ended December 31, 1998 -- -- -- (13,400)
----------- ----------- ----------- -----------
Balance December 31, 1998 17,083,942 $ 1,708 $ 1,343,470 $(1,358,578)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CASH FLOWS
Period from Date of Inception (January 7, 1982) To December 31, 1998
<TABLE>
<CAPTION>
Inception Through
Dec. 31,
1998 1997 1998
--------- ----------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (13,400) $ (284,146) $(1,358,578)
--------- ----------- -----------
Adjustments to reconcile net (loss) to net cash used
by operating activities:
Increase (decrease) in accrued liabilities 13,400 (145,780) 154,910
Services and expenses paid with common stock -- 247,110 423,102
Common stock issued for debt -- 182,892 205,542
Loss due to permanent decline in investment -- -- 28,302
--------- ----------- -----------
Total adjustments 13,400 284,222 811,856
--------- ----------- -----------
Net cash provided (used) by operating activities -- 76 (546,722)
--------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITES:
Capital contributions by incorporators -- -- 55,000
Proceeds from public stock offerings -- -- 383,473
Issuance of common stock for cash -- -- 108,249
--------- ----------- -----------
Net cash provided by financing activities -- -- 546,722
--------- ----------- -----------
Net increase in cash -- 76 --
Cash, beginning (bank overdraft) -- (76) --
--------- ----------- -----------
Cash, ending $ -- $ -- $ --
========= =========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of common stock for services and expenses $ -- $ 247,110 423,102
========= =========== ===========
Issuance of common stock for debt settlement $ -- $ 182,892 $ 205,542
========= =========== ===========
Issuance of common stock for investments $ -- $ -- $ 169,812
========= =========== ===========
Investments exchanged for debt settlements $ -- $ -- $ 141,510
========= =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS ACTIVITY
The Company was incorporated as a Utah corporation on January 7, 1982 for the
primary purpose of investigating and evaluating prospective mineral properties
for possible acquisition. On January 27, 1982, the Company sold 15,000,000
shares of its $.001 par value common stock for investment purposes to two
corporations and four individuals at $.002 per share for a total of $30,000. On
July 27, 1983, the Company adjusted the number of shares issued to reflect a
purchase price of $.00175 per share instead of $.002 per share (converts to 23
shares after reverse stock splits). On August 5, 1983, the Company sold an
additional 14,285,714 shares at $.00175 to two affiliated corporations and two
individuals for $25,000 (converts to 19 shares after reverse stock splits).
During 1984, the Company sold 49,500,000 shares of its common stock to the
public at $.01 per share and received net proceeds of $383,373 (converts to 65
shares after reverse stock splits). All future references to shares of stock
issued by the Company will be presented as if the reverse stock splits in May
1995 and November 1997 had occurred retroactively for all periods presented.
On May 22, 1995 the Company adopted a 1,500 for 1 reverse stock split. On May
23, 1995 the Company issued 150 shares of common stock for services of
undetermined value. Also during 1995 an additional 8,411 shares were issued:
1,774 for cash, 2,863 for services, 444 for debt, and 3,330 for other assets.
During 1996, 196 post reverse stock split shares were issued for costs
associated with a proposed merger.
On December 20, 1995 the Company approved an Agreement and Plan of Exchange
between the Company, Eurotronics International Incorporated (EII) and EII's
shareholders. The agreement stipulated that the Company issue and exchange
shares of its common stock for all of the issued and outstanding shares of the
common stock of EII. On May 8, 1996, the Company, EII and EII's shareholders
executed a rescission of the agreement. The rescission was made effective as of
the date of the original agreement.
On July 30, 1996 the Company approved an Agreement and Plan of Exchange between
the Company, InterConnect West, Inc. (InterConnect), and InterConnect's
shareholders. The agreement stipulated that the Company issue and exchange
shares of its common stock for all of the issued and outstanding shares of the
common stock of InterConnect. This agreement was later amended on
1. BUSINESS ACTIVITY - Continued
February 3, 1997. On June 3, 1997 the Company, InterConnect and InterConnect's
shareholders executed a rescission of the agreement.
The rescission was made effective as of the date of the original agreement. On
October 23, 1997 the Company issued 59 shares of
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
common stock to an officer of InterConnect as payment for $6,435 in expenses
incurred by him as a result of the merger attempt. Consistent with the effective
dates of the rescissions, these transactions have been considered void from
inception and, therefore, are not reflected in the financial statements, except
for the costs incurred.
On October 27, 1997 the Company issued 7,563 shares to Canton Financial Services
to settle a debt related to an existing consulting contract in the amount of
$182,892.
On October 30, 1997 the Company issued 283,864 shares to Saxx Capital, Inc., an
Ontario, Canada corporation ("Saxx")in exchange for all of the issued and
outstanding capital stock of Saxx, making Saxx a wholly owned subsidiary. Also
on October 30, 1997, Saxx paid $150,000 in cash to three consultants as
consideration for their services related to the transaction. The Company issued
33,396 shares to the same three consultants as additional consideration relating
to this transaction. Saxx was a newly created corporation and had no assets or
transactions other than the payment of $150,000 to consultants.
Effective on November 17, 1997, the Company adopted a 510 for 1 reverse stock
split. On November 24, 1997 the Company issued 15,000,000 shares for all of the
outstanding shares of First International Properties Inc., an Ontario Canada
corporation ("First"), making First a wholly owned subsidiary. At the time of
this transaction, First had no assets or liabilities. The transaction was
recorded based on the estimated cost of forming a new corporate entity - $1500.
During December 1997 the Company issued 1,750,000 shares for services valued at
$175.
In December 1997 the Company issued 1,750,000 shares to officers and directors
for services.
The Company's unpatented mining claims and mineral leases which were acquired in
1987 were lost because the Company had insufficient capital to pay the mineral
lease requirements and to perform the required minimum assessment work. Between
1987 and
1. BUSINESS ACTIVITY - Continued
April, 1994, the Company's activity was largely restricted to maintaining its
corporate legal status. The Company's current business plan is to merge with or
acquire another business entity.
2. GOING CONCERN
The Company is in the development stage and has suffered recurring losses since
inception. Its continuation as a going concern will ultimately depend upon
obtaining additional capital or completing a merger with a "going concern"
entity. Recently the Company's
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
activities have been financed primarily through the issuance of its common
stock.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Costs
Organization costs were capitalized and amortized over 60-month period on a
straight-line basis.
Exploration Expenses
Exploration expenditures were charged to expense as incurred. No mineral
reserves feasible for development were discovered.
Income (Loss) Per Share
The computation of income (loss) per common share is based on the average number
of shares outstanding during the period. A reverse stock split in May 1995 and
November 1997 are considered to have occurred retroactively for all periods
shown in statements of operations and stockholders equity.
4. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. The cumulative effect of the
change in accounting principle is immaterial. At December 31, 1998 the Company
had a net operating loss ("NOL") carryforward for United States income tax
purposes of approximately $1,316,146. The NOL carryforward expires in increments
beginning in 1999. The Company has a capital loss carryover of approximately
$28,000 expiring in 2001. The Company's ability to utilize its net NOL
carryforward is subject to the
4. INCOME TAXES - Continued
realization of taxable income in future years, and under certain circumstances,
the Tax Reform Act of 1986 restricts a corporation's use of its NOL
carryforward.
Furthermore, due to the Company's issuance of additional stock in 1995, 1996 and
1997, the use of its NOL carryforward could be substantially limited. The
Company believes that there is at least a 50% chance that the carryforward will
expire unused, therefore, no tax benefit has been reported in the financial
statements.
5. RELATED PARTY TRANSACTIONS
On June 29, 1995 the Company entered into a consulting agreement with Canton
Financial Services Corporation (CFSC). At the time the
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
consulting agreement was executed, Richard Surber was the sole officer and sole
director of CFSC and also a director and vice president of the Company. The
Company executed other replacement consulting agreements with CFSC all of which
expired on October 30, 1997. Mr. Surber is no longer associated with the Company
as an officer or director. During 1995 the Company issued shares as follows: 220
shares of its common stock to CFS for services rendered in the amount of
$11,200; 182 shares to Richard Surber for services rendered in the amount of
$9,280 and 653 shares for services rendered in the amount of $33,300; 278 shares
to Ken Kurtz, the former president of the Company, for services rendered in the
amount of $14,190; 164 shares to Park Street Investments for services relating
to the rescinded Eurotronics International acquisition in the amount of $8,379.
Mr. Kurtz is president of Park Street Investments.
In December of 1995, the Company executed several stock exchange and stock
purchase agreements with companies which are under common control resulting in
the issuance of 3,330 shares in exchange for assets valued at $169,810. The
stock exchange and purchase agreements were executed between the Company and:
BRIA Communications for 1,110 shares, OMAP Holdings Incorporated for 1,110
shares, and Tianrong Building Material Holdings, Ltd. for 1,110 shares. At the
time of the of the exchanges, the Company's president was also an officer and
director of each of the other three corporations.
On October 27, 1997 the Company issued 7,563 shares to Canton Financial Services
to settle a debt related to an existing consulting contract in the amount of
$182,892.
5. RELATED PARTY TRANSACTIONS - Continued
Pursuant to the "Saxx" merger on October 30, 1997, as discussed in note 1, the
Company issued stock to related parties as follows: 15,000 shares to Park Street
Development, 3,396 shares to Melvin Fields, the Company's president at that
time, and 15,000 shares to AZ Professional Consultants. Cash payments were also
made: $50,000 to Park Street Development, $15,000 to Melvin Fields, and $85,000
to AZ Professional Consultants.
On November 24, 1997 the Company issued 15,000,000 shares to acquire First
International Properties ("First") as discussed in note 1. The 15,000,000 shares
were issued to Tenter Capital which owned 100% of First. At the date of this
transaction, the 15,000,000 shares represented 98% of the Company's outstanding
shares issued. Ann Moxen was the sole owner of Tenter Capital and the Company's
secretary-treasurer and a director.
In December 1997, the Company issued 1,750,000 shares to officers and directors.
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
6. SUBSEQUENT EVENTS
On or about August 1, 1999, a new group of investors purchased a total of
15,000,000 shares from a previous shareholder group. On August 9, 1999, the
Company acquired LegalOpinion.com, Inc. (a private Alberta, Canada company). The
consideration was 9,000,000 shares of the Company's common stock and $100,000
cash. The business of LegalOpinion.com, Inc. is the offering of on-line legal
services. After these two transactions, the beneficial ownership of management
and affiliates is reported as follows: Don Crompton, president 150,000 shares,
Brian Lovig, treasurer (atributed owner of 4,500,000 shares owned by his family
trust), and Rae Meier, secretary 150,000 shares. On August 9, 1999, the Company
changed its name to Legalopinion.com.
<PAGE>
- --------------------------------------------------------------------------------
Exhibit F-2
Audited Financial Statements
for years ending December 31, 1997 and 1996,
and from inception, January 7, 1982.
- --------------------------------------------------------------------------------
<PAGE>
[LOGO] 941 East 3300 South, Suite 202
ANDERSEN ANDERSEN & STRONG, L.C. Salt Lake City, Utah 84106
Certified Public Accountants and Business Telephone 801-486-0096
Consultants Fax 801-486-0098
Member SEC Practice Section of the AICPA E-mail: KAndersen @msn.com
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Board of Directors
Eurotronics Holdings Incorporated
Salt Lake City, Utah
We have audited the balance sheet of Eurotronics Holdings Incorporated
Corporation (a development stage company) as of December 31, 1997 and the
related statements of operations, changes in stockholders' equity, and flows
from the date of inception (January 7, 1982) through December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted-our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eurotronics Holdings
Incorporated as of December 31, 1997 and the results of its operations, its
changes in stockholders' equity and its cash flows from the date of inception
(January 7, 1982) through December 31, 1997, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, since its inception (January 7, 1982), the Company has
been in the development stage and has suffered recurring losses from operations,
raising substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
November 2, 1999
Salt Lake City, Utah
A member of ACF International with affiliated offices worldwide
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
BALANCE SHEET
December 31, 1997
ASSETS
CURRENT ASSETS:
None $ --
-----------
Total current assets $ --
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
None $ --
-----------
Total Current Liabilities --
-----------
STOCKHOLDERS' EQUITY (deficit) (Note 1)
Common stock, $.0001 par value;
Authorized, 200,000,000 shares;
Issued, 17,083,942 shares
at December 31, 1997 1,708
Additional paid-in capital 1,343,470
Deficit accumulated during development stage (1,345,178)
-----------
--
-----------
$ --
===========
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF OPERATIONS
Years Ended December 31, 1997 and 1996
Period from Date of Inception (January 7, 1982) To December 31, 1997
<TABLE>
<CAPTION>
Inception Through
Dec. 31
1997 1996 1997
------------ ------------ -----------------
<S> <C> <C> <C>
Revenue:
Interest Income $ -- $ -- $ 61,208
------------ ------------ ------------
-- -- 61,208
============ ============ ============
Expenses:
Investigation, evaluation and exploration of
prospective mineral properties -- -- 424,416
Loss on investment securities -- 28,302 28,302
General and administrative 284,146 271,333 955,095
Amortization and depreciation -- -- 1,000
------------ ------------ ------------
284,146 271,333 1,408,813
------------ ------------ ------------
Net loss before taxes and extraordinary item (284,146) (299,635) (1,347,605)
Tax Expense -- -- 183
------------ ------------ ------------
Loss before extraordinary item (284,146) (299,635) (1,347,788)
Extraordinary item - debt settlement -- -- 2,610
------------ ------------ ------------
NET LOSS $ (284,146) $ (299,635) $ (1,345,178)
============ ============ ============
NET LOSS PER COMMON SHARE - BASIC $ (0.10) $ (34.29)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,714,071 8,738
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from Date of Inception (January 7, 1982) To December 31, 1998
<TABLE>
<CAPTION>
Additional
Common Stock Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Issuance of common stock to incorporators
for cash - 1982 at $1305.35 (see 1983 change) 20 $ -- $ 30,000 $ --
Change in number of shares issued to
incorporators and price per share - 1983 3 -- -- --
Issuance of common stock for cash - 1983 at $1315.79 19 -- 25,000 --
Public stock offering for cash, net of $111,627
in underwriting expenses - 1984 at $5,898.06 65 -- 383,374 --
Sale of warrants (no warrants exercised - expired 1989) -- -- 100 --
Issuance of shares for no determinable
consideration - May 1995 150 -- -- --
Issuance of shares for cash - 1995 at $61.01 1,774 -- 108,250 --
Issuance of shares for services - 1995 at $50.99 2,863 -- 145,992 --
Issuance of shares for debt - July 1995 at $51.01 444 -- 22,650 --
Issuance of shares for assets - Dec. 1995 at $50.99 3,330 1 169,810 --
Net loss for the period from date of inception
(January 7, 1982) through December 31, 1995 -- -- -- (761,397)
----------- ----------- ----------- -----------
Balance December 31, 1995 8,668 1 885,176 (761,397)
----------- ----------- ----------- -----------
Issuance of shares for costs of propsed merger -
August 1996 at $153.06 196 -- 30,000 --
Results of operations year ended Decembr 31, 1996 -- -- -- (299,635)
Balance December 31, 1996 8,864 1 915,176 (1,061,032)
----------- ----------- ----------- -----------
Issuance of shares for services - April 1997 at $367.35 196 -- 72,000 --
Issuance of shares for services - October 1997 at $0.51 33,396 3 16,997 --
Issuance of shares for expenses - October 1997 at $109.07 59 -- 6,435 --
Issuance of shares for debt - October 1997 at $24.18 7,563 1 182,891 --
Issuance of shares - Saxx Capital merger expenses -
October 1997 at $0.53 283,864 28 149,971 --
Issuance of shares - First International Properties
acquisition expenses - November 1997 at $0.0001 15,000,000 1,500 -- --
Issuance of shares for services - December 1997
at $.0001 1,750,000 175 -- --
Results of operations year ended December 31, 1997 -- -- -- (284,146)
----------- ----------- ----------- -----------
Balance December 31, 1997 17,083,942 1,708 1,343,470 (1,345,178)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CASH FLOWS
Period from Date of Inception (January 7, 1982) To December 31, 1998
<TABLE>
<CAPTION>
Inception Through
Dec. 31,
1997 1996 1997
--------- ----------- -----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (284,146) $ (299,635) $(1,345,178)
----------- ----------- -----------
Adjustments to reconcile net (loss) to net cash used
by operating activities:
Increase (decrease) in accrued liabilities (145,780) 235,201 141,510
Services and expenses paid with commont stock 247,110 30,000 423,102
Common stock issued for debt 182,892 -- 205,542
Loss due to permanent decline in investment -- 28,302 28,302
----------- ----------- -----------
Total adjustments 284,222 293,503 798,456
----------- ----------- -----------
Net cash provided (used) by operating activities 76 (6,132) (546,722)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITES:
Capital contributions by incorporators -- -- 55,000
Proceeds from public stock offerings -- -- 383,473
Issuance of common stock for cash -- 108,249 108,249
----------- ----------- -----------
Net cash provided by financing activities -- 108,249 546,722
----------- ----------- -----------
Net increase in cash 76 102,117 --
Cash, beginning (bank overdraft) (76) -- --
----------- ----------- -----------
Cash, ending $ -- $ 102,117 $ --
=========== =========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of common stock for services and expenses $ 247,110 $ 30,000 $ 423,102
=========== =========== ===========
Issuance of common stock for debt settlement $ 182,892 $ -- $ 205,542
=========== =========== ===========
Issuance of common stock for investments $ -- $ -- $ 169,812
=========== =========== ===========
Investments exchanged for debt settlements $ -- $ 141,510 $ 141,510
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS ACTIVITY
The Company was incorporated as a Utah corporation on January 7, 1982 for the
primary purpose of investigating and evaluating prospective mineral properties
for possible acquisition. On January 27, 1982, the Company sold 15,000,000
shares of its $.001 par value common stock for investment purposes to two
corporations and four individuals at $.002 per share for a total of $30,000. On
July 27, 1983, the Company adjusted the number of shares issued to reflect a
purchase price of $.00175 per share instead of $.002 per share (converts to 23
shares after reverse stock splits). On August 5, 1983, the Company sold an
additional 14,285,714 shares at $.00175 to two affiliated corporations and two
individuals for $25,000 (converts to 19 shares after reverse stock splits).
During 1984, the Company sold 49,500,000 shares of its common stock to the
public at $.01 per share and received net proceeds of $383,373 (converts to 65
shares after reverse stock splits). All future references to shares of stock
issued by the Company will be presented as if the reverse stock splits in May
1995 and November 1997 had occurred retroactively for all periods presented.
On May 22, 1995 the Company adopted a 1,500 for 1 reverse stock split. On May
23, 1995 the Company issued 150 shares of common stock for services of
undetermined value. Also during 1995 an additional 8,411 shares were issued:
1,774 for cash, 2,863 for services, 444 for debt, and 3,330 for other assets.
During 1996, 196 post reverse stock split shares were issued for costs
associated with a proposed merger.
On December 20, 1995 the Company approved an Agreement and Plan of Exchange
between the Company, Eurotronics International Incorporated (EII) and EII's
shareholders. The agreement stipulated that the Company issue and exchange
shares of its common stock for all of the issued and outstanding shares of the
common stock of EII. On May 8, 1996, the Company, EII and EII's shareholders
executed a rescission of the agreement. The rescission was made effective as of
the date of the original agreement.
On July 30, 1996 the Company approved an Agreement and Plan of Exchange between
the Company, InterConnect West, Inc. (InterConnect), and InterConnect's
shareholders. The agreement stipulated that the Company issue and exchange
shares of its common stock for all of the issued and outstanding shares of the
common stock of InterConnect. This agreement was later amended on
1. BUSINESS ACTIVITY - Continued
February 3, 1997. On June 3, 1997 the Company, InterConnect and InterConnect's
shareholders executed a rescission of the agreement.
The rescission was made effective as of the date of the original agreement. On
October 23, 1997 the Company issued 59 shares of
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
common stock to an officer of InterConnect as payment for $6,435 in expenses
incurred by him as a result of the merger attempt. Consistent with the effective
dates of the rescissions, these transactions have been considered void from
inception and, therefore, are not reflected in the financial statements, except
for the costs incurred.
On October 27, 1997 the Company issued 7,563 shares to Canton Financial Services
to settle a debt related to an existing consulting contract in the amount of
$182,892.
On October 30, 1997 the Company issued 283,864 shares to Saxx Capital, Inc., an
Ontario, Canada corporation ("Saxx") in exchange for all of the issued and
outstanding capital stock of Saxx, making Saxx a wholly owned subsidiary. Also
on October 30, 1997, Saxx paid $150,000 in cash to three consultants as
consideration for their services related to the transaction. The Company issued
33,396 shares to the same three consultants as additional consideration relating
to this transaction. Saxx was a newly created corporation and had no assets or
transactions other than the payment of $150,000 to consultants.
Effective on November 17, 1997, the Company adopted a 510 for 1 reverse stock
split. On November 24, 1997 the Company issued 15,000,000 shares for all of the
outstanding shares of First International Properties Inc., an Ontario Canada
corporation ("First"), making First a wholly owned subsidiary. At the time of
this transaction, First had no assets or liabilities. The transaction was
recorded based on the estimated cost of forming a new corporate entity - $1500.
During December 1997 the Company issued 1,750,000 shares for services valued at
$175.
In December 1997 the Company issued 1,750,000 shares to officers and directors
for services.
The Company's unpatented mining claims and mineral leases which were acquired in
1987 were lost because the Company had insufficient capital to pay the mineral
lease requirements and to perform the required minimum assessment work. Between
1987 and
1. BUSINESS ACTIVITY - Continued
April, 1994, the Company's activity was largely restricted to maintaining its
corporate legal status. The Company's current business plan is to merge with or
acquire another business entity.
2. GOING CONCERN
The Company is in the development stage and has suffered recurring losses since
inception. Its continuation as a going concern will ultimately depend upon
obtaining additional capital or completing a merger with a "going concern"
entity. Recently the Company's
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
activities have been financed primarily through the issuance of its common
stock.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Costs
Organization costs were capitalized and amortized over 60-month period on a
straight-line basis.
Exploration Expenses
Exploration expenditures were charged to expense as incurred. No mineral
reserves feasible for development were discovered.
Income (Loss) Per Share
The computation of income (loss) per common share is based on the average number
of shares outstanding during the period. A reverse stock split in May 1995 and
November 1997 are considered to have occurred retroactively for all periods
shown in statements of operations and stockholders equity.
4. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. The cumulative effect of the
change in accounting principle is immaterial. At December 31, 1998 the Company
had a net operating loss ("NOL") carryforward for United States income tax
purposes of approximately $1,316,146. The NOL carryforward expires in increments
beginning in 1999. The Company has a capital loss carryover of approximately
$28,000 expiring in 2001. The Company's ability to utilize its net NOL
carryforward is subject to the
4. INCOME TAXES - Continued
realization of taxable income in future years, and under certain circumstances,
the Tax Reform Act of 1986 restricts a corporation's use of its NOL
carryforward.
Furthermore, due to the Company's issuance of additional stock in 1995, 1996 and
1997, the use of its NOL carryforward could be substantially limited. The
Company believes that there is at least a 50% chance that the carryforward will
expire unused, therefore, no tax benefit has been reported in the financial
statements.
5. RELATED PARTY TRANSACTIONS
On June 29, 1995 the Company entered into a consulting agreement with Canton
Financial Services Corporation (CFSC). At the time
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
the consulting agreement was executed, Richard Surber was the sole officer and
sole director of CFSC and also a director and vice president of the Company. The
Company executed other replacement consulting agreements with CFSC all of which
expired on October 30, 1997. Mr. Surber is no longer associated with the Company
as an officer or director. During 1995 the Company issued shares as follows: 220
shares of its common stock to CFS for services rendered in the amount of
$11,200; 182 shares to Richard Surber for services rendered in the amount of
$9,280 and 653 shares for services rendered in the amount of $33,300; 278 shares
to Ken Kurtz, the former president of the Company, for services rendered in the
amount of $14,190; 164 shares to Park Street Investments for services relating
to the rescinded Eurotronics International acquisition in the amount of $8,379.
Mr. Kurtz is president of Park Street Investments.
In December of 1995, the Company executed several stock exchange and stock
purchase agreements with companies which are under common control resulting in
the issuance of 3,330 shares in exchange for assets valued at $169,810. The
stock exchange and purchase agreements were executed between the Company and:
BRIA Communications for 1,110 shares, OMAP Holdings Incorporated for 1,110
shares, and Tianrong Building Material Holdings, Ltd. for 1,110 shares. At the
time of the of the exchanges, the Company's president was also an officer and
director of each of the other three corporations.
On October 27, 1997 the Company issued 7,563 shares to Canton Financial Services
to settle a debt related to an existing consulting contract in the amount of
$182,892.
5. RELATED PARTY TRANSACTIONS - Continued
Pursuant to the "Saxx" merger on October 30, 1997, as discussed in note 1, the
Company issued stock to related parties as follows: 15,000 shares to Park Street
Development, 3,396 shares to Melvin Fields, the Company's president at that
time, and 15,000 shares to AZ Professional Consultants. Cash payments were also
made: $50,000 to Park Street Development, $15,000 to Melvin Fields, and $85,000
to AZ Professional Consultants.
On November 24, 1997 the Company issued 15,000,000 shares to acquire First
International Properties ("First") as discussed in note 1. The 15,000,000 shares
were issued to Tenter Capital which owned 100% of First. At the date of this
transaction, the 15,000,000 shares represented 98% of the Company's outstanding
shares issued. Ann Moxen was the sole owner of Tenter Capital and the Company's
secretary-treasurer and a director.
In December 1997, the Company issued 1,750,000 shares to officers and directors.
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
6. SUBSEQUENT EVENTS
On or about August 1, 1999, a new group of investors purchased a total of
15,000,000 shares from a previous shareholder group. On August 9, 1999, the
Company acquired LegalOpinion.com, Inc. (a private Alberta, Canada company). The
consideration was 9,000,000 shares of the Company's common stock and $100,000
cash. The business of LegalOpinion.com, Inc. is the offering of on-line legal
services. After these two transactions, the beneficial ownership of management
and affiliates is reported as follows: Don Crompton, president 150,000 shares,
Brian Lovig, treasurer (atributed owner of 4,500,000 shares owned by his family
trust), and Rae Meier, secretary 150,000 shares. On August 9, 1999, the Company
changed its name to Legalopinion.com.
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