FORM 10-K-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
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: 31,083,942
Yes[X] No[] (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
(sec229.405) 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 12/31/99 the aggregate number of shares held by non-affiliates was
approximately 21,783,942 shares.
As of December 31, 1999, the number of shares outstanding of the Registrant's
Common Stock was 31,083,942.
Exhibit Index is found on page 14
<PAGE>
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PART I
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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 did not file reports. This Registrant's last
previous Annual Report was filed for the year ended December 31, 1998. There was
a lapse in our filing for 1997. The Annual Report for the years ended December
31, 1998 was filed close to the end of 1999 and included important subsequent
events to make disclosure as meaningful and complete as possible. Shortly
following the filing of the 1998 Annual Report, we filed Quarterly reports for
each of the three quarters of 1999, and now file our 1999 Annual Report upon
completion of our audit for the current year. It is the intention of this
Registrant to continue normal reporting.
Canadian Dollars and United States Dollars are not the same. In the Report
which follows, the designation (US)$ and (CDN)$ will be used to avoid confusion.
Unless otherwise indicated, all amounts not designated are United States
Dollars.
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ITEM 1. DESCRIPTION OF BUSINESS.
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(A) HISTORICAL INFORMATION. Our predecessor was incorporated as a Utah
corporation on January 7, 1982, as Eurotronics Holding Inc., for the primary
purpose of investigating and evaluating prospective mineral properties for
possible acquisition. On January 27, 1982, that Company sold 15,000,000 shares
at $.002 per share (converts to 23 shares after reverse stock splits). On August
5, 1983, that 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 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 February 3,
1997. On June 3, 1997 the Company, InterConnect and InterConnect's shareholders
executed a rescission of the agreement.
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, our predecessor had 17,083,942 issued and outstanding.
(B) THE REORGANIZATION.
On April 7, 1999 the Private Alberta Corporation, legalopinion.com issued
100 shares of common stock for cash of $45,000.00. These shares have been
acquired by us in the Reorganization.
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. (Alberta). 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.
On July 28, 1999, legalopinion.com was duly incorporated in the State of
Nevada
On August 9, 1999, the shareholders of Eurotronics Holding Corporation
approved the following corporate reorganization:
legalopinion.com (Nevada) and Eurotronics Holding (Utah) merged.
legalopinion.com (Nevada) was the surviving corporation. We are legal
Opinion.com (Nevada). We acquired 100% of the outstanding common shares of
legalopinion.com, Inc., for cash consideration of $100,000 and the issuance of
9,000,000 new shares of our common stock.
At years end we issued 5,000,000 new shares for prepaid advertising.
Accordingly, there were 31,083,942 shares issued and outstanding at the end
of the period covered by this Report, December 31, 1999.
(C) SUMMARY OF SIGNIFICANT EVENTS FOLLOWING REORGANIZATIONS. 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, and confirmed as the Board of Directors. New Directors and
Officers elected August 9, 1999, were Don Crompton (elected President), Brian
Lovig (elected Treasurer) and Rae Meier (elected Secretary).
The acquired Alberta legalopinion.com company had entered into an agreement
to purchase a national television advertising package from Spectra Holdings with
a wholesale value of $10,000,000.00 (US). The purchase price was to be 1,000,000
shares of common stock. On November 30, 1999, this Agreement was cancelled and
the shares were returned to treasury. On that same date we entered into a new
agreement to buy $40,000,000.00 in advertising from Norman Alvis and Associates.
The advertising is being purchased with new investment shares of common stock.
the common shares will be issued each quarter based on current market prices.
During 1999, $10,000,000.00 worth of shares were issued at $2.00 per share,
resulting in the issuance of 5,000,000 shares. That contract, affecting the
remaining $30,000,000 of advertising,is currently being re-negotiated, and
no additional shares have been issuedpending the completion of the
negotiations.
A patent has been applied for the legalopinion.com concept and its special
features. A financial consulting and investor relations firm is currently
retained to assist in strategic planning and to increase exposure to the
investment community. Medallion Capital Corporation:(1-800-295-0671).
(D) THE BUSINESS OF REGISTRANT AND ITS SUBSIDIARIES. On October 31, 1999, this
Reporting Registrant launched its web-site. "www.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. We
have continued to add attorneys and coverage. We have expanded into Canada and
are preparing to expand coverage into the United Kingdom of Great Britain and
Northern Ireland in the coming months. At this date we have over 3000 attorney's
and all 50 states are covered.
We do not practice law in any jurisdiction. We are not licensed to practice
law in any jurisdiction. We do not become involved in any attorney-client
relationship that may be established between our customer users, and attorneys
participating in the Company's database.
There are more than 200 links to other sites, which the users may find
helpful. We are endeavoring to develop other strategic relationships to many
more related sites including numerous State, National and International sites of
related interest.
Mindquake Software, a Vancouver based software developer, is our
contractor, having done the design and implementation of the system, for (US)
$50,000. Mindquake continues to provide services to us for website updates and
modifications. Exodus Communications, Inc. has installed the dedicated server in
the Seattle service center, and the system is a secure and seamless link between
the attorney and the client. We have purchased $15,000 worth of equipment housed
in Seattle by Exodus, and we will pay (US) $4,200 per month to them to house the
equipment in the racks, service the server, and provide band width. This
contract is renewable. We paid Saultmine Creative, a Seattle creative company,
(US)$35,000 for he artistic and verbal input to the Site.
(E) FINANCING PLANS. We have initiated a Private Placement Offering pursuant to
Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission
pursuant to the Securities Act of 1933. The offering is extended to our
participating attorneys, with pre-existing relationships with us. No shares were
placed as of the date of this Report. The maximum proceeds would be $3,675,000
if fully subscribed, without regard to any warrant exercise. If fully placed,
2,100,000 shares would be issued, and 2,100,000 warrants, exercisable at various
times and prices, within the next twelve months. For more information, please
see Item 6 of Part II, Management's Discussion and Analysis.
(F) GOVERNMENT REGULATION. There are no issues of government regulation unique
to this Registrant or its business. We do not practice law in any jurisdiction.
All relationships between participating attorneys and initiating clients would
be subject to the laws of the State or jurisdiction in which the client resides,
and under which the attorney is admitted to practice.
(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 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. There is no direct competitor of our business known
to us. There are companies which provide pre-paid legal services. They are
direct providers of such services. We are not. We are an internet referral
service, not a provider of legal services. We are aware of no direct internet
competitors.
(H) PLANNED ACQUISITIONS. There are no planned acquisitions.
(I) EMPLOYEES. We have no full time and 4 part-time employees. We have a con-
tract with Paradigm Financial Management Contract Group at $17,500 (Canadian)
per month that provides for the payment of salaries to the 4 part-time
employees.
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ITEM 2. DESCRIPTION OF PROPERTY.
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We have an office located at #230-2000 Spall Road, Kelowna BC. V1Y 9P6,
that contains approximately 2,000 square feet of space and is rented for (CDN)
$1,600.00 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. We also pays (US)
$250.00 per month for another office located at Two Union Square, 42nd Floor 601
Union Street, Seattle Washington, 98101. We have plans to acquire additional
space in Seattle in the near future. We own a computer server with a value of
approximately $15,000. The use of limited office equipment is also provided
pursuant to our contract with Paradigm Financial Management Contract Group. We
also have received informal notification that its United States Patent
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, 1999 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, 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, 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 Company, has one class of securities, Common Voting
Equity Shares ("Common Stock"). 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 31,083,942 issued and outstanding shares of Common Stock
as of December 31, 1999, management believes that approximately 17 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, 1999, was 596.
(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.
(D) SALES OF UNREGISTERED COMMON STOCK.
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, Inc. (Alberta). Baycove and Bondock
were each 50% owners of legalopinion.com (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
9,000,000 shares were issued in reliance on Rule 145, and are restricted
securities as if so defined in Rule 144(a).
At years end we issued 5,000,000 new shares for prepaid advertising
pursuant to section 4(2) of the Securities Act of 1933. These shares were issued
to Allan Hackel and Norman Alvis.
(E) MARKET INFORMATION.
Our Common Stock is quoted Over-the-Counter on the Bulletin Board ("OTCBB"). The
Company's trading symbol is "LAWW". To the best of our knowledge and belief,
there has been limited market activity, buying or selling, in brokerage
transactions,of our common stock during the first six months of 1999, and
considerable market activity during the second half of the year. Based upon
standard reporting sources, the following information is provided:
<TABLE>
<CAPTION>
<S> <C> <C>
period high bid low bid
- -----------------------------
1st 1999 $ 0.01 $ 0.005
2nd 1999 $ 0.30 $ 0.01
3rd 1999 $ 4.00 $ 0.40
4th 1999 $ 3.90 $ 1.10
=============================
</TABLE>
The foregoing price information is based upon inter-dealer prices without
retail mark-up, mark-down or commissions and may not reflect actual
transactions.
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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 website, additional
capital formation is warranted and necessary in the judgment of management. We
will need approximately $1 million to $1.5 million in additional funding. We
also plan to expand our 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, if such expansion is to be accomplished within the
next 12 months.
Reference is made to Note 1(a) of our Auditor's report. We have generated
insignificant revenue and have accumulated a deficit since inception. This
factor, among others raises doubt about our ability to continue as a going
concern. Our ability to continue as a going concern is dependent on our ability
to generate future profitable operations and receive financial support from
stockholders and other investors. Our plans to generate future operations
include the launch of an external advertising campaign, the anticipated results
of which are sales sufficient to cover operating expenses. We are also
anticipating certain support from some of our shareholders.
There are two principal sources for additional funds. We have received
loans from certain of our shareholders, to date, in the aggregate amount of
approximately $796,000.00. These shareholders have indicated that they will
continue to financially support us. These advances were made with no terms or
interest due.This understanding provides us with some comfort that our
operations can continue for the next 12 months, with some improvement in growth.
Clearly, these shareholders cannot meet our optimal needs for expansion and
penetration of our intended markets.
We have initiated a Private Placement Offering pursuant to Regulation D,
Rule 506, as promulgated by the Securities and Exchange Commission pursuant to
the Securities Act of 1933. The offering is extended to our participating
attorneys, with pre-existing relationships with us. A maximum of 700 units are
offered (each unit consisting of 3,000 shares of common stock and 3,000 warrants
to acquire an additional share). The maximum proceeds would be $3,675,000 if
fully subscribed, without regard to any warrant exercise. If fully placed,
2,100,000 shares would be issued, and 2,100,000 warrants, exercisable at various
times and prices, within about the next twelve months.
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Per Unit US$ # of Units Total US$
- -----------------------------------------------
Maximum 5,250.00 700 3,675,000.00
Minimum 5,250.00 100 525,000.00
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</TABLE>
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Warrants are convertible at (US)$2.50 per warrant/share exercise through July
31, 2000, and at (US)$3.50 from August 1, 2000 until and including March 31,
2001. The Units are being offered by Management, and no fees or commissions are
being paid on the Offering proceeds.
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(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. On-going 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. We are planning to expand to provide
further services to both lawyers and consumers.
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT.
[None at this time.]
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. We will be
staffing 5 new positions within the next 12 months. 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.
Our principal activity for 1997 and 1998 and for the first 2 quarters of 1999,
has been to revivify our corporate franchise and bring our securities filings
and reporting current. We were not an operating entity, until the last half of
1999. Therefore comparison of current periods with corresponding previous
periods would not be meaningful or useful, in the judgement of management. After
the acquisition of our current business, on August 9, 1999, we continued to
incur expenses to develop our Website. No revenues were generated until after
the Site became operational, on October 31, 1999. Only $439.00 was generated
from that time until year end. The reason for such a modest result must be seen
in terms of the lack of previous marketing efforts, and limited marketing
efforts during those final two months of 1999.
We wound up with total expenses of $608,009.00 and a net loss of
$607,570.00. This loss was generated from development and maintenance of the Web
Site of $288,428.00, write-down of goodwill created by the acquisition of our
current business of $134,522, depreciation of $4,296.00, and general and
administrative expenses of $180,763.00. These general and administrative
expenses consisted of $79,423.00 for legal and accounting; $28,474.00 for
investor relations and management consulting; $60,639.00 for management fees;
and $12,227.00 for other miscellaneous items.
During 1999, we operated on the funds provided through shareholder loans in
the amount of $527,899.00. We issued five million shares at $2.00 per share in
December 1999 for the first quarterly payment of our $40,000,000 ad campaign
contract. The $10,000,000.00 for advertising is reflected as a pre-paid expense
until such time as the advertising is incurred, which is expected to take place
in the first and second quarters of 2000.
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ITEM 7. FINANCIAL STATEMENTS.
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Please see the Exhibit Index found on page 14 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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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).
Don Crompton, age 53, serves as a Director and as President for the
Registrant. Over the past 5 years Mr. Crompton has been an owner/operator of
Realty World Corp. of Kelowna, BC, Canada. During this same period
and previously, he has 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 the 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 the
Registrant. Since May, 1994, Mr Meier has been 50% 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 us and
there are no stock options or bonuses established for any of these persons. We
have an arrangement with Paradigm Financial Consulting Group to provide for
payment of our employees. We pay Paradigm $17,500 (Canadian) per month that
provides for the payment of salaries to the 4 part-time employees. There are no
highly-compensated persons among this group. Don Crompton (our CEO) and Rae
Meier (our Secretary) are indirectly benefitted by the fee paid to Paradigm
Financial Consulting Group of which Rae Meier also serves as President. Paradigm
is beneficially owned 50%/50% by Mr. Crompton's family trust and by Mr.
Meier.
Paradigm has other business interests besides its arrangement with us.
Accordingly, our CEO Mr. Crompton and our Secretary Mr. Meier are not
compensated directly by us, but provide their services by reason of our
relationship with Paradigm, and are presumably benefited as owners of Paradigm
by this arrangement. We have not as yet adopted our formal plan of compensation.
While we expect to develop such a plan, we have not done so yet.
<PAGE>
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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
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Share % of Total
Common Stock Ownership
- ----------------------------------------------------------------------
Baycove Investments Ltd. 4,500,000 14.48
1177 West Hastings
Vancouver BC V6E 2K3
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Bondock Capital Ltd. 4,500,000 14.48
Two Union Square, 42nd Floor 601 Union Street,
Seattle Washington, 98101
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Norm Avis 2,499,999 8.04
8300 Sunset Avenue
Fair Oaks CA 95628
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Allan Hackel 2,500,001 8.04
1330 Center Street
Newton Center MA 02459
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Total 5% Owners 14,000,000 45.04
Total Issued and Outstanding 31,083,942 100.00
======================================================================
</TABLE>
TABLE B
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Share % of Total
Common Stock Ownership
Don Crompton (President) 150,000 0.48
Two Union Square, 42nd Floor 601 Union Street,
Seattle Washington, 98101
- -----------------------------------------------------------------------
Rae Meier (Secretary) 150,000 0.48
Two Union Square, 42nd Floor 601 Union Street,
Seattle Washington, 98101
- -----------------------------------------------------------------------
Brian Lovig (Treasurer)(1) 4,500,000 14.48
Two Union Square, 42nd Floor 601 Union Street,
Seattle Washington, 98101
- -----------------------------------------------------------------------
All Officers and Directors as a Group 4,800,000 15.44
- -----------------------------------------------------------------------
Total Shares Issued and Outstanding 31,083,942 100.00
=======================================================================
</TABLE>
(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, Inc. the Canadian
acquired company. These shares are the same as those indicated as owned by
Bondock Capital Ltd., in Table A above.
- --------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- --------------------------------------------------------------------------------
We entered into a Management Consulting Agreement with Medallion
Capital to provide certain corporate planning and consulting services.
Additionally, Medallion Capital will coordinate the Registrant's Investor
Relations Program. The contract calls for payment of $3,000 per month plus
certain expenses.
Don Crompton and Rae Meier are indirectly compensated from the fee paid to
Paradigm Financial Consulting Group of which Rae Meier also serves as President.
The 5,000,000 shares for prepaid advertising has been disclosed and
discussed in Item 1 of Part I. There are no relationships of affiliation between
us and our personnel and the provider of the advertising purchased.
- --------------------------------------------------------------------------------
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
- --------------------------------------------------------------------------------
(A) FINANCIAL STATEMENTS. Please see Exhibit Index following.
(B) FORM 8-K REPORTS. 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. It was corrected in certain minor respects by a report on
Form 8-K of about November 11, 1999.
(C) EXHIBITS. Please see Exhibit Index following.
<PAGE>
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.
<TABLE>
<CAPTION>
<S> <C> <C>
Page
Exhibit Table Category / Description of Exhibit Number Number
- ---------------------------------------------------------------------------------------------------------------------------------
[2] PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
- ---------------------------------------------------------------------------------------------------------------------------------
2.1 Articles of Merger and Plan of Reorganization Eurotronics Holdings, Inc. (a Utah corporation) to legalopinion.com (a Nevada
- ---------------------------------------------------------------------------------------------------------------------------------
[3] ARTICLES OF INCORPORATION AND BY-LAWS
- ---------------------------------------------------------------------------------------------------------------------------------
3.1 ARTICLES OF INCORPORATION legalopinion.com (a Nevada Corporation) 22
3.2 BY-LAWS legalopinion.com (a Nevada Corporation) 25
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------------------------------------------------------------
F-1 Audited Financial Statements for the years ended December 31, 1999 35
=================================================================================================================================
</TABLE>
<PAGE>
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.
<PAGE>
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:March 22, 2000
/s/ /s/
- -------------- ---------------
Don Crompton Brian Lovig
President CEO/Director Chief Financial Officer
/s/
------------------
Rae Meier
Secretary/Director
- --------------------------------------------------------------------------------
EXHIBIT 2.1
ARTICLES OF MERGER AND PLAN OF REORGANIZATION EUROTRONICS HOLDINGS, INC. (A UTAH
CORPORATION) TO legalopinion.com (A NEVADA CORPORATION)
- --------------------------------------------------------------------------------
<PAGE>
ARTICLES OF MERGER
ARTICLES OF MERGER FOR CHANGE OF SITUS
AUGUST 9, 1999 PAGE 39
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>
all signatures on this page must be notarized
EUROTRONICS HOLDINGS, INC . legalopinion.com
(A UTAH CORPORATION) (A NEVADA CORPORATION)
ARTICLES OF MERGER FOR CHANGE OF SITUS
_________/s/_________ _________/s/__________
Don Crompton Don Crompton
President President
_________/s/_________ _________/s/__________
Don Crompton Rae Meier
Secretary Secretary
PLAN ATTACHED
<PAGE>
PLAN OF MERGER FOR CHANGE OF SITUS
AUGUST 9 PAGE 13
<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.
by by
----/s/----- ----/s/-----
Don Crompton Don Crompton
President President
by by
-----/s/------ -----/s/-----
Don Crompton Rae Meier
Secretary Secretary
PLAN ATTACHED
<PAGE>
PLAN OF MERGER FOR CHANGE OF SITUS
AUGUST 9 PAGE 13
<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 .
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/___________ ________/s/________
Don Crompton Don Crompton
-President President
_________/s/___________ _______/s/_________
Don Crompton Rae Meier
Secretary Secretary
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION legalopinion.com
(A NEVADA CORPORATION)
<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.
<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
attorney at law
Incorporator
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 3.2
BY-LAWS legalopinion.com
(A NEVADA CORPORATION)
- --------------------------------------------------------------------------------
<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 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.
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 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.
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.
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.
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.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the first 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.
<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
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT F-1
AUDITED FINANCIAL STATEMENTS
FOR YEARS ENDING DECEMBER 31, 1999
- --------------------------------------------------------------------------------
AUDITORS' REPORT TO THE STOCKHOLDERS
We have audited the consolidated balance sheet of legalopinion.com and
subsidiary (a development stage enterprise) as at December 31, 1999 and the
consolidated statement of loss, cash flows and stockholders' equity for the
period from inception (April 7, 1999) to December 31, 1999. 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 audit in accordance with United States generally accepted
auditing standards. Those standards require that we plan and perform an audit
to obtain reasonable assurance 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 audit provides a reasonable basis for our
opinion.
In our opinion, the 1999 consolidated financial statements, referred to above,
present fairly, in all material respects, the financial position of
legalopinion.com and subsidiary as at December 31, 1999 and the results of its
operations and its cash flows for the period from inception (April 7, 1999) to
December 31, 1999 in accordance with United States generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the consolidated
financial statements, the Company has accumulated a deficit since inception of
$651,920 to December 31, 1999. This factor, among others, as discussed in Note
1 a) raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
note 1 a). The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
_______/s/__________
"KPMG LLP"
Chartered Accountants
Kelowna, Canada
February 10, 2000
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Consolidated Balance Sheet
$ United States
<TABLE>
<CAPTION>
<S> <C>
December 31, 1999
-------------------
ASSETS
Current Assets
Cash $ 23,080
Prepaid Expenses (Note 3) 10,000,920
-------------------
10,024,000
Fixed Assets (Note 4) 25,558
$ 10,049,558
===================
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued liabilites $141,979
Longe term debt
Stockholders' loan (Note 5) 527,899
- ------------------------------------------------- -------------------
669,878
Stockholders' Equity
Capital Stock
Authorized:
50,000,000 common shares with a par value
of $0.001 per share
Issued:
31,083,942 common shares 31,084
Additional paid-in capital 10,000,516
Deficit Accululated during the development stage (651,920)
- ------------------------------------------------- -------------------
9,379,680
$10,049,558
===================
</TABLE>
See accompanying notes to financial statements
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Consolidated Statement of Loss
$ United States
<TABLE>
<CAPTION>
<S> <C>
From Inception
(April 7, 1999) to
December 31, 1999
--------------------
Revenue
Directory Fees $ 439
- ---------------------------------------------- --------------------
439
Expenses
Accounting and Legal 79,423
Advertising and promotion 68,483
Attorney directory enrollment 58,450
Cost of recapitalization (Note 2) 100,000
Credit Card commissions 2,902
Depreciation 4,296
Foreign exchange loss 250
General and Administrative 12,227
Investor Relations 28,474
Management fees paid to related party (Note 6) 60,639
Travel and legal Conventions 27,516
Web-Site and technology maintenance 209,699
- ---------------------------------------------- --------------------
652,359
--------------------
Net Loss $ 651,920
--------------------
Weighted Average number of Shares 22,170,899
Loss per Share ($0.03)
====================================================================
</TABLE>
See accompanying notes to financial statements
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Consolidated Statement of Cash Flows
$ United States
<TABLE>
<CAPTION>
<S> <C>
From Inception
(April 7, 1999) to
December 31, 1999
--------------------
Operating Activities
Net Loss ($651,920)
Items non involving cash
Depreciation 4,296
Changes in non-cash working capital
Prepaid expenses (920)
Accounts payable and accrued liabilities 128,829
- -------------------------------------------- --------------------
(519,715)
Financing
Stockholders' Loans 527,899
- -------------------------------------------- --------------------
527,899
Investing
Issuance of Shares 45,000
Purchase of fixed assets (29,854)
- ------------------------------------------------------------------
15,146
Change in foreign curency denominated
cash balance (250)
- -------------------------------------------- --------------------
Increase in cash 23,080
Cash, beginning of period 0
Cash, end of period $ 23,080
============================================ ====================
Supplementary information:
Interest paid 0
Income taxes paid 0
Non Cash investing and financing activities:
Issuance of capital stock for services to
be received 10,000,000
Issuance of common stock for common stock
of a private corporation 900
==================================================================
</TABLE>
See accompanying notes to financial statements
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Equity
$ United States
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Capital Stock Additional During the Total
-------------
Number Paid-In Development Stockholders'
of Shares Amount Capital Stage Equity
- --------------------------------------------------------------------------------------------------------
Issued for cash on April 7, 1999 100 $ 45,000 $ 0 $ 0 $ 45,000
Adjustment to record capital
transaction (Note 2) 26,083,842 (14,416) 1,016 0 (13,400)
Net Loss for the period ended
December 31, 1999 0 0 0 (651,920) (651,920)
Issuance of shares for services
at $2.00 5,000,000 500 9,999,500 0 10,000,000
- --------------------------------------------------------------------------------------------------------
31,083,942 $31,084 $10,000,516 $(651,920) $9,379,680
========================================================================================================
</TABLE>
See accompanying notes to financial statements
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
$ United States
Period ended December 31, 1999
legalopinion.com (formerly Eurotronics Holdings Incorporated) was incorporated
under the laws of the State of Utah for the primary purpose of investigating and
evaluating prospective mineral properties for possible acquisition. Effective
August 9, 1999, the Company acquired 100% of the outstanding shares of
legalopinion.com, Inc., a private corporation incorporated on April 7, 1999
under the laws of Alberta. Prior to the acquisition, legalopinion.com was a
non-operating public shell corporation with nominal net assets. For accounting
purposes this transaction has been accounted for as a recapitalization of
legalopinion.com, Inc. (see note 2). As part of a capital transaction with
legalopinion.com, Inc., the Company continued its registration jurisdiction from
Utah to Nevada and changed its principal activity to the development of an
online directory service that provides consumers and attorneys the ability to
interact.
1. SIGNIFICANT ACCOUNTING POLICIES:
a) Going concern
These financial statements have been prepared on the going concern basis, which
assumes the realization of assets and liquidation of liabilities in the normal
course of business. As shown in the consolidated financial statements, the
Company has generated insignificant revenues and has accumulated a deficit since
inception of $651,920. This factor, among others raises substantial doubt about
the Company's ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent on its ability to generate future
profitable operations and receive continued financial support from its
stockholders and other investors.
Management's plans with respect to generating future profitable operations
include the launch of an external advertising campaign (see note 3), the
anticipated results of which are sales sufficient to cover operating expenses.
Management is also anticipating certain stockholders to provide additional funds
in the form of stockholders loans (see note 8).
b) Translation of financial statements
The Company's wholly owned subsidiary, legalopinion.Com, Inc. operates in the
United States and Canada and accordingly, a portion of its operations are
conducted in Canadian currency.
The method of translation applied is as follows:
i) Monetary assets and liabilities are translated at the rate of exchange in
effect at the balance sheet date, being US $1.00 per Cdn. $1.4433 (1998 -
$1.5263).
ii) Non-monetary assets and liabilities are translated at the rate of
exchange in effect at the time of acquisition of the assets or assumption of the
liabilities.
iii) Revenues and expenses are translated at the exchange rate in effect at
the transaction date.
iv) Foreign exchange gains and losses on translation are included in income.
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
$ United States
Period ended December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
c) Basis of presentation and consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. All material intercompany transactions and
balances have been eliminated.
To December 31, 1999, the Company is primarily focused on the process of
developing its business and no significant revenues have been generated to date.
Accordingly, the Company is considered to be a development state enterprise for
financial reporting purposes.
d) Fixed assets
Fixed assets are recorded at cost. Depreciation is provided using the following
methods and annual rates which are intended to amortize the cost of the assets
over their estimated useful life:
- --------------------------------------------------------------------------------
Asset Method Rate
- --------------------------------------------------------------------------------
Computer equipment Declining balance 30%
Furniture and fixtures Declining balance 20%
- --------------------------------------------------------------------------------
e) Income taxes
The Company accounts for income taxes by the asset and liability method. Under
the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
f) Management estimates
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
g) Financial instruments
The fair values of the Company's cash and accounts payable and accrued
liabilities approximate their carrying values due to the relatively short
periods to maturity of the instruments. It is not possible to arrive at a fair
value for stockholders' loans as a maturity date is not determinable, there is
not a ready market for such instruments and given the nature of the relationship
between the stockholder and the Company. The maximum credit risk exposure for
all financial assets is the carrying amount of those assets.
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
$ United States
Period ended December 31, 1999
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
h) Loss per share
Loss per share has been calculated using the weighted average number of common
shares outstanding during the period.
i) Accounting standards change
In June 1998, the Financial Accounting Standards Board issued SFAS no. 133,
"Accounting for Derivative Instruments and Hedging Activities." Adoption of
this statement is not expected to have a significant impact on the Company's
results of operations or financial position.
2. CAPITAL TRANSACTION:
Effective August 9, 1999, the Company acquired 100% of the outstanding common
shares of legalopinion.Com, Inc., a private corporation incorporated on April 7,
1999 under the laws of Alberta, Canada for cash consideration of $100,000 and
the issuance of 9,000,000 common shares from treasury. The transaction has been
accounted for as if it were a capital transaction, effectively as if
legalopinion.com, Inc. had issued shares for the net assets of the Company.
Accordingly, this transaction has been measured at the carrying amount of the
assets and liabilities of the Company with the excess of the carrying amount
reflected as a charge to operations. In addition, the consolidated statement of
loss, stockholders' equity and cash flows reflect the results from operations
and cash flows of legalopinion.com, Inc. for the period from incorporation on
April 7, 1999 to December 31, 1999, combined with those of the legal parent from
the date of acquisition on August 9, 1999.
3. PREPAID EXPENSES:
The Company entered into an agreement whereby the advertising service provider
agreed to provide advertising services in exchange for common shares of the
Company. As at December 31, 1999, 5,000,000 common shares were issued to the
advertising service provider. This transaction has been recorded at
$10,000,000, the estimated fair value of the advertising services to be
received. As the advertising services had not yet been provided as at December
31, 1999, the amount has been recorded as a prepaid expense.
Subject to the ongoing delivery of advertising services in the next fiscal year,
the Company is committed to issuing additional common shares with a value of
$30,000,000 subject to cancellation by the Company on a quarterly basis.
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
$ United States
Period ended December 31, 1999
4. FIXED ASSETS:
1999
Accumulated Net book
Cost amortization value
- --------------------------------------------------------------------------------
Computer equipment $ 26,204 $ 3,931 $ 22,273
Furniture and fixtures 3,650 365 3,285
$ 29,854 $ 4,296 $ 25,558
- --------------------------------------------------------------------------------
5. STOCKHOLDERS' LOANS:
Stockholders' loans are unsecured, do not bear interest and have no specified
terms of repayment. As the stockholders have indicated in writing that they
will not request repayment in the next fiscal year, the entire amount has been
shown as a long term liability.
6. RELATED PARTY TRANSACTIONS:
During the year the Company entered into the following transactions with related
parties:
1999
- --------------------------------------------------------------------------------
Management fees paid to a company controlled
by the President of the Company $ 60,639
- --------------------------------------------------------------------------------
Shares and cash issued to a company controlled
by a director (see note 2) $ 100,900
- --------------------------------------------------------------------------------
These transactions are measured at the exchange amount of consideration
established and agreed to by the related parties.
- --------------------------------------------------------------------------------
7. INCOME TAXES:
At December 31, 1999, the Company had a net operating loss carryforward for
United States income tax purposes of approximately $1,300,000 and a non-capital
loss carryforward for Canadian income tax purposes of approximately $600,000.
The net operating loss and non-capital loss carryforward expire in increments
beginning in 2000 and 2006 respectively. No amount has been reflected on the
balance sheet for future income taxes as any future income tax asset has been
fully offset by a valuation allowance.
<PAGE>
legalopinion.com
(Formerly Eurotronics Holdings Incorporated)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
$ United States
Period ended December 31, 1999
8. SUBSEQUENT EVENTS:
Subsequent to December 31, 1999, the Company received $150,000 in the form of
stockholders' loans.
9. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE:
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
the year 2000 dates is processed. In addition, similar problems may arise in
some systems which use certain dates in 1999 to represent something other than a
date. Although the change in date has occurred, it is not possible to conclude
that all aspects of the Year 2000 that may affect the entity, including those
related to customers, suppliers, or other third parties, have been fully
resolved.
