SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933
Date of Report: August 25, 1999
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legalopinion.com
formerly Eurotronics Holdings, Inc.
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Nevada 0-13409 87-0550824
(Incorporation) (Commission Number) (IRS Number)
601 Union Street, 42nd Floor, Seattle WA 98101
(Address of principal executive offices) (Zip Code)
Telephone number: (206) 652-3390
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Item 1. Change of Control of Registrant
The principal purpose of this filing on Form 8-K is to report the change of
control of the Registrant. The Registrant notes that it is delinquent in its SEC
filings, just now recovering from a period of dormancy, and that it intends to
file annual and quarterly reports to achieve compliance as soon as practicable.
The Registrant notes that its most urgent delinquent filing is its annual report
for the year ended December 31, 1998. This Annual Report will be filed as soon
as a current audit can be completed.
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 Woljten, then counsel for the company and
its Dallas 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. Please see Item 6
for more information.
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 of 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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Item 2. Acquisition or Disposition of Assets
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 acquired 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 nine million
shares have not yet been formally issued.
At the Utah meeting of shareholders, of August 1, 1999, approval was given
for an acquisition by the Issuer, of legalopinion.com, Inc. (a private Alberta
corporation). Financial Statements and other information will be reported as
soon as practicable. The business of the Issuer, as acquired is the offering of
on-line legal services.
The acquired Alberta LegalOpinion company has entered into an agreement to
purchase a national television advertising package from SuperVision
Entertainment Inc., consisting of twelve broadcast spots each day for one year
or 3,120 thirty second spots in total. These will air on about 600 television
stations throughout the United States, every day. 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, SuperVision has been contracted to produce several
commercials for use in the television advertising campaign, scheduled to begin
October 11, 1999. The ads will describe the company's on-line legal services.
The design and development of the technical elements and the software package
for the operation of the business is nearing completion, as are the graphics of
the Web page. Operation will begin on October 11, 1999.
A patent has been applied for the legalopinion.com concept and its special
features. Statements of the Company are forward looking in nature. Actual
results may differ from those projected. 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 Communications.net LLC................................1-800-785-3995
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrant's Certifying Accountant
The Issuer has renewed its relationship with its previous and historical
auditor, Jerry Strong of Andersen, Andersen & Strong, Certified Public
Accountants. There has been no disagreement of any kind or sort regarding any
issue arising from any item of any audit.
Item 5. Other Events
On or about August 9, 1999, this Registrant moved its place of
incorporation from Utah to Nevada, with a name change to legalopinion.com.
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Item 6. Changes of Registrant's Directors
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.
Signatures
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 their capacities as all the officers and Directors of the
Issuer.
August 25, 1999
legalopinion.com
A NEVADA CORPORATION
formerly Eurotronics Holdings, Inc.
by
/s/ DON CROMPTON /s/ RAE MEIER /s/ BRIAN LOVIG
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DON CROMPTON RAE MEIER BRIAN LOVIG
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