FORM 10-Q-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
For the Quarter ended June 30, 1999
Commission File Number: 0-13409
- --------------------------------------------------------------------------------
Legalopinion.com
formerly Eurotronics Holdings, Inc.
- --------------------------------------------------------------------------------
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:
As of June 30, 1999: 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 June 30, 1999 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.
As of June 30, 1999 the number of shares outstanding of the Registrant's Common
Stock was 17,083,942.
1
<PAGE>
PART I: FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
Item 1. Financial Statements.
- --------------------------------------------------------------------------------
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit QF2) for the six months
ended June 30, 1999.
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------------------
(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.
(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.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
None
2
<PAGE>
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Registration Statement
Exhibit QF2 Financial Statements (Un-Audited) June 30, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended June 30, 1999, has been signed below by
the following person on behalf of the Registrant and in the capacity and on the
date indicated.
Legalopinion.com
formerly Eurotronics Holdings, Inc.
Dated: June 30, 1999
/s/ DON CROMPTON /s/ BRIAN LOVIG
- ----------------------------- -----------------------------
Don Crompton Brian Lovig
PRESIDENT CEO/DIRECTOR CHIEF FINANCIAL OFFICER
/s/ RAE MEIER
----------------------------
Rae Meier
SECRETARY/DIRECTOR
3
<PAGE>
Exhibit QF2
UN-AUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
4
<PAGE>
LEGALOPINION.COM
(A Development Stage Company)
Formerly Eurotronics Holdings Incorporated
UNAUITED CONSOLIDATED BALANCE SHEETS
June 30, 1999 and December 31, 1998
June 30, December 31,
1999 1998
----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ -- $ --
Prepaid expenses -- --
----------- -----------
Total current assets -- --
PROPERTY AND EQUIPMENT:
Computer equipment -- --
Accumulated depreciation -- --
----------- -----------
-- --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 13,400 $ 13,400
----------- -----------
Total Current Liabilities 13,400 13,400
----------- -----------
LONG-TERM DEBT
Shareholder loans -- --
Payable for corporate acquisition -- --
----------- -----------
STOCKHOLDERS' EQUITY (deficit) (Note 1)
Common stock, $.0001 par value;
Authorized, 200,000,000 shares;
Issued, 17,083,942 shares 1,708 1,708
Additional paid-in capital 1,343,470 1,343,470
Deficit accumulated during development stage (1,358,578) (1,358,578)
----------- -----------
(13,400) (13,400)
----------- -----------
$ -- $ --
=========== ===========
The accompanying notes are an integral part of these financial statements
<PAGE>
LEGALOPINION.COM
(A Development Stage Company)
Formerly Eurotronics Holdings Incorporated
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 1999 and 1998
For The Six Months Ended June 30, 1999 and 1998
For The Period From Inception (January 7, 1982) Through June 30, 1999
<TABLE>
<CAPTION>
Three Three Six Six Inception Through
Months Months Months Months June 30,
1999 1998 1999 1998 1999
---------- ---------- ----------- ----------- -----------
<S> <C> <C> <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 -- -- -- 13,400 968,495
Amortization and depreciation -- -- -- -- 1,000
Goodwill write down -- -- -- -- --
---------- ---------- ----------- ----------- -----------
-- -- 13,400 1,422,213
---------- ---------- ----------- ----------- -----------
Net loss before taxes and extraordinary item -- -- -- (13,400) (1,361,005)
Tax Expense -- -- -- -- 183
---------- ---------- ----------- ----------- -----------
Loss before extraordinary item -- -- -- (13,400) (1,361,188)
Extraordinary item - debt settlement -- -- -- -- 2,610
---------- ---------- ----------- ----------- -----------
NET LOSS -- -- -- (13,400) $(1,358,578)
========== ========== =========== =========== ===========
NET LOSS PER COMMON SHARE - BASIC $ -- $ -- --
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 17,083,942 17,083,942 17,083,942
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
LEGALOPINION.COM
(A Development Stage Company)
Formerly Eurotronics Holdings Incorporated
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
For The Six Months Ended June 30, 1999 and 1998
For The Period From Inception (January 7, 1982) Through June 30, 1999
<TABLE>
<CAPTION>
Inception
Six Six Through
Months Months June 30,
1999 1998 1999
--------- --------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $ -- $ (13,400) $(1,358,578)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase (decrease) in accrued liabilities -- 13,400 154,910
Services and expenses paid with common stock -- -- 423,102
Common Stock issued for debt -- -- 205,524
Loss due to permanent decline in investment -- -- 28,302
--------- --------- -----------
Total adjustments -- 13,400 811,856
--------- --------- -----------
Net cash used by operating activities -- (546,722)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions by incorporators -- -- 55,000
Proceeds from public stock offering -- -- 383,473
Issuance of common stock for cash -- -- 108,249
--------- --------- -----------
Net cash provided by financing activities -- -- 546,722
--------- --------- -----------
Net increase in cash -- -- --
Cash, beginning -- -- --
--------- --------- -----------
Cash, ending -- -- --
========= ========= ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Issuance of common stock for services and expenses $ -- $ -- $ 423,102
========= ========= ===========
Issuance of common stock for debt settlement $ -- $ -- $ 205,542
========= ========= ===========
Issuance of common stock for investments $ -- $ -- $ 169,812
========= ========= ===========
Investments exchanged for debt settlements $ -- $ -- $ 141,510
========= ========= ===========
Issuance of common stock for prepaid advertising $ -- $ -- $ 250,000
========= ========= ===========
</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
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
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 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
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
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 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.
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
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.
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.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-1-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 13400
<BONDS> 0
0
0
<COMMON> 1705
<OTHER-SE> (15108)
<TOTAL-LIABILITY-AND-EQUITY> (13400)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
