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Exhibit 20.02 -- Letter of Intent
ImmunoTechnology Corporation
1661 Lakeview Circle
Ogden, UT 84403
May 19, 2000
Board of Directors
Beverly Hills Auctioneers, Inc.
9454 Wilshire Boulevard, Suite 202
Beverly Hills, CA 90212
Re: Letter of Intent to Acquire all Issued and Outstanding Stock of Beverly
Hills Auctioneers, Inc.
Gentlemen:
The Board of Directors of ImmunoTechnology Corporation (hereafter "Immuno"),
hereby proposes to acquire all of the issued and outstanding stock of Beverly
Hills Auctioneers, Inc. (hereafter referred to as "BHA"), a privately held
California corporation, upon the following terms:
1. Stock Exchange. Immuno will acquire all of the issued and outstanding
shares of capital stock of BHA in exchange for 12,500,000 shares of Immuno
Common Stock, calculated after a 1 for 3 reverse stock split, pursuant to the
provisions of Section 368(a)(1)(B) of the Internal Revenue Code, in connection
with a tax free reorganization. The shares will be issued pursuant to Section
4(2) of the Securities Act of 1933, as amended, and under corresponding
applicable state law. The parties acknowledge that it is their intent,
subject to the provisions hereof, for Immuno to acquire all of the issued and
outstanding stock of BHA.
2. Management. At the time of closing, the current officers and directors of
Immuno will resign and the designates of BHA will be appointed as officers and
directors of Immuno.
3. Definitive Agreement. This Letter of Intent is a non-binding indication
of the parties proposal to effect an acquisition of BHA by Immuno. Subject to
the fulfillment of all conditions set forth herein, the parties intend to
enter into a definitive Agreement and Plan of Reorganization setting forth all
applicable terms of the acquisition with standard representations and
warranties. Either party hereto may, without incurring obligation or
liability to the other party, terminate this Letter of Intent at any time
prior to the signing of a definitive Agreement and Plan of Reorganization.
Any termination of this Letter of Intent, except by its own terms, must be in
writing and mailed to the other party by first class US mail.
4. Change of Name. The name of Immuno will be changed to "Beverly Hills
Auctioneers, Inc.," or such other name as is selected by the parties and
approved by the shareholders of Immuno.
5. Reverse Stock Split. Immuno will effect a 1 for 3 reverse stock split in
connection with and prior to the consummation of the acquisition of BHA.
6. Private Placement. A private placement of Immuno's securities after the
closing of the acquisition of BHA and after the 1 for 3 reverse stock split
shall be structured as follows:
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A. Immuno will offer and sell up to 350,000 shares of its common stock
for cash at a price of $2.00 per share, in a private placement.
B. In the event a minimum of $600,000 of the private placement funding
is raised within 60 days after the closing of the acquisition of BHA by
Immuno, 8,500,000 of the Immuno shares issued to the BHA stockholders will be
delivered to Immuno's transfer agent for cancellation within 30 days after
completion of the private placement.
7. Conditions Precedent. The acquisition of BHA by Immuno proposed herein is
subject to the following conditions:
A. The approval of the proposed acquisition and related transactions by
the shareholders of Immuno. A special meeting of the shareholders of Immuno
will be called for as soon as practical to consider the proposed acquisition,
a change of Immuno's name, and the election of directors as designated by BHA.
B. The approval of the proposed acquisition and related transactions by
the owners of all issued and outstanding shares of BHA.
C. Compliance by Immuno with all applicable federal and state securities
laws, including Rule 14A, Rule 13e-3, Rule 14f-1, and Rule 10b-17 of the
Exchange Act.
D. The delivery to Immuno by BHA of financial statements of BHA and its
predecessors for the last two (2) fiscal years and for the three (3) month
period ending March 31, 2000, and such other financial statements of BHA as
are necessary to comply with the requirements of the Securities and Exchange
Commission.
E. The delivery of such documents and information as are reasonably
requested by each party.
F. The execution of a definitive Agreement and Plan of Reorganization
containing all representations contained herein and other representations and
warranties which are standard in similar transactions.
G. Immuno shall have no debts or liabilities as of the date of closing
the acquisition of BHA.
8. Representations.
A. Immuno and BHA will be duly organized and in good standing in their
respective states of organization at the time of closing.
B. All certificates evidencing shares of Immuno issued to the
shareholders of BHA will be legended as restricted under rule 144 as
promulgated under the Securities Act of 1933, as amended.
C. Each company shall deliver such documents and financial statements to
the other company as is reasonably requested prior to closing of the
transaction subject to execution by the receiving party, if requested by the
delivering party, of a confidentiality agreement.
D. All shares of Immuno Common Stock issued in connection with the
proposed acquisition will be fully paid and non-assessable.
E. The total number of shares of Immuno to be issued and outstanding
immediately prior to closing will not exceed 2,000,000, taking into effect a 1
for 3 reverse stock split.
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9. Information. BHA agrees to cooperate in providing and explaining the
following information with respect to the transaction contemplated herein:
A. History and business background of BHA and any subsidiary
corporations. This shall include a general discussion of the business of
the Company, including plans for future business, market for products, and
a brief historical background of the formation or acquisition of the company
and business involved.
B. Detailed business biographical information for the last five years
for each of the proposed new members of Immuno management.
C. Financial statements of BHA as referred to in Paragraph 7(D) of this
Letter of Intent.
10. Closing. Immediately after the shareholders meeting of Immuno,
provided that the shareholders of Immuno approve this transaction, a closing
shall be held with regard to this transaction. At the Closing, Immuno shall
deliver minutes of a meeting of the Board of Directors and stockholders of
Immuno authorizing and approving the transactions set forth herein along with
appointment of new management and such other matters as are deemed necessary
to consummate this transaction. At the closing, all assets, bank accounts
and other records and information of Immuno shall be turned over to new
management.
11. News Releases and Communications. As soon as practicable, after the
date of execution hereof, Immuno and BHA may issue a press release to their
shareholders, the financial community, and other interested parties
describing this agreement and the proposed transaction.
12. Conduct of Business. The parties hereto hereby agree to conduct their
business in accordance with the usual and normal course of business heretofore
conducted by the companies. Thus, there will be no material adverse changes
in the business of either company from the date hereof until the closing of
this transaction and there will be no changes in either company's Articles of
Incorporation or Bylaws.
13. Capital Stock. Immuno hereby represents that it has two classes of
authorized stock which are its $.00001 par value voting Common Stock, of which
50,000,000 shares are authorized and 6,000,000 are issued and outstanding,
and its $.00001 par value Preferred Stock, of which 5,000,000 shares are
authorized and -0- are issued and outstanding. Immuno will in connection with
the acquisition proposed herein, effect a 1 for 3 reverse stock split reducing
the number of shares issued and outstanding to 2,000,000.
14. Responsibility and Costs. Immuno agrees to pay for all legal and other
work in connection with its part of the proposed acquisition, the
stockholders meeting, and other corporate proceedings up through and including
the closing. It is estimated that Immuno's expense will be approximately
$20,000 which will be paid by Immuno on or before the closing. BHA will pay
for all of its costs in connection with the proposed acquisition.
15. Assistance. All parties hereto agree to take whatever reasonable steps
are required to facilitate the consummation of the transaction contemplated
herein, including discussing the matter with members of the financial
community, stockholders and other interested parties and including the
exchange of corporate records, documents and filings.
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16. Termination. The Letter of Intent shall automatically terminate ten (10)
days after the date hereof unless accepted by you and, after acceptance,
shall terminate on June 19, 2000, unless extended by the written agreement of
the parties hereto. Upon termination, neither party shall have any further
obligation to the other under this agreement.
This letter sets forth our understanding of the proposed terms of the
transaction and is not a binding agreement on either party. If it represents
your understanding of the terms of our preliminary agreement, please sign on
the below-designated line and send us a copy.
ImmunoTechnology Corporation
/S/ Mark A. Scharmann, Vice President
The undersigned, president and director of Beverly Hills Auctioneers, Inc.,
hereby agrees this Letter of Intent sets forth our preliminary agreement
regarding the matters set forth herein.
Dated: June 9, 2000
Beverly Hills Auctioneers, Inc.
/S/ Anthony Magnemi, Jr. President
