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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/29/13 LOT78, Inc. S-1 34:2M Sharello Corp/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 558K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 11K
3: EX-5.1 Opinion of Counsel re: Legality HTML 14K
4: EX-21.1 Subsidiaries List HTML 10K
5: EX-23.1 Consent of Experts or Counsel HTML 11K
34: R1 Document and Entity Information HTML 35K
26: R2 Consolidated Balance Sheets (Unaudited) HTML 87K
23: R3 Consolidated Balance Sheets (Parenthetical) HTML 25K
14: R4 Consolidated Statements of Operations (Unaudited) HTML 65K
25: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 109K
17: R6 Basis of Presentation & Organization HTML 25K
30: R7 Going Concern HTML 18K
18: R8 Short Term Debt HTML 23K
20: R9 Related Party Transactions HTML 19K
15: R10 Equity HTML 27K
19: R11 Subsequent Events HTML 16K
29: R12 Short Term Debt (Tables) HTML 20K
27: R13 Nature of Operations and Basis of Presentation HTML 23K
(Details Narrative)
24: R14 Going Concern (Details Narrative) HTML 15K
33: R15 SHORT TERM DEBT - Short term debt (Details) HTML 23K
28: R16 Short Term Debt (Details Narrative) HTML 22K
12: R17 Related Party Transactions (Details Narrative) HTML 18K
16: R18 Equity (Details Narrative) HTML 24K
32: R19 Subsequent Events (Details Narrative) HTML 19K
22: XML IDEA XML File -- Filing Summary XML 41K
13: EXCEL IDEA Workbook of Financial Reports XLSX 36K
21: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 82K
6: EX-101.INS XBRL Instance -- lote-20130630 XML 148K
8: EX-101.CAL XBRL Calculations -- lote-20130630_cal XML 63K
9: EX-101.DEF XBRL Definitions -- lote-20130630_def XML 28K
10: EX-101.LAB XBRL Labels -- lote-20130630_lab XML 243K
11: EX-101.PRE XBRL Presentations -- lote-20130630_pre XML 168K
7: EX-101.SCH XBRL Schema -- lote-20130630 XSD 43K
31: ZIP XBRL Zipped Folder -- 0001554795-13-000726-xbrl Zip 28K
Lot78, Inc.
65 Alfred Road
Studio 209
London, W2 5EU
Re: Registration Statement on Form S-1 for Lot78, Inc.
Ladies and Gentlemen:
We have acted as counsel to Lot78, Inc. (the “Company”), a corporation incorporated under the laws of the State of Nevada, in connection with the filing, on or about the date of this letter, of a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) of 21,553,950 shares of the Company’s common stock (collectively, the “Registered Shares”), consisting of:
| 1. | 6,666,668 shares of common stock for sale by the Company; and | |
| 2. | 14,887,282 shares of common stock for resale by certain selling shareholders named in the Registration Statement |
We have examined the originals or certified copies of such corporate records of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies or as facsimiles of copies or originals, which assumptions we have not independently verified.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Registered Shares have been duly authorized and when issued and paid for as described in the Registration Statement, will be, validly issued, fully paid and non-assessable.
We have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States and, as set forth above, Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not represent that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.
Very truly yours,
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 11/29/13 | None on these Dates | ||
| List all Filings | ||||