SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 29, 1998
REGENESIS HOLDINGS, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 1-12350 65-827283
---------------------------- ------------ ------------------
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification
Number)
444 Brickell Avenue
Suite 400
Miami Florida 33131
--------------------------------------------
(Address of executive offices and zip code)
Registrant's telephone number, including area code: (305) 358-7660
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a) (1) Termination of Certifying Accountants
Accountants submitted their resignation to the Company prior to their
commencement of the December 31, 1998 audit and, accordingly, did not issue a
report.
(i) On November 30, 1998, Moore Stephens Lovelace, P.A.,
the Company's Certifying Accountants ("Former Accountants") resigned as the
Registrant's Certifying Accountants.
(ii) During the interim period preceding the termination
of their employment, there were no disagreements with the Former Accountants
with respect to auditing principles or practices and financial statements.
There were no disagreements with respect to disclosure or auditing scope and
procedure.
(iii) During the interim period preceding the
resignation of the Former Accountants:
(A) The Former Accountants have not advised
the Registrant that internal controls necessary for the Registrant to develop
reliable financial statements did not exist:
(B) The Former Accountants have not advised
the Registrant that information has come to their attention that has led them to
no longer be able to rely on management's representations or that they were
unwilling to be associated with the financial statements prepared by management.
(C) The Former Accountants have not advised
the Registrant of the need to expand significantly the scope of their audit, or
that information has come to their attention during the Registrant's most recent
fiscal year and any subsequent interim period preceding the termination of their
employment, that, if further investigated, might materially impact the fairness
or reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent financial
statements covered by an audit report, including information that might prevent
them from rendering an unqualified audit report on those financial statements,
or cause them to be unwilling to rely on management's representations or be
associated with the Registrant's financial statements.
(D) The Former Accountants have not advised
the Registrant that information has come to their attention that they have
concluded materially impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements or the financial
statements issued or to be issued covering the fiscal periods subsequent to the
date of the most recent financial statements covered by an audit report
<PAGE>
(including information that, unless resolved to the their satisfaction), would
prevent them from rendering an unqualified audit report on those financial
statements.
(a) (2) Engagement of New Certifying Accountants
On January 29, 1999, the Company engaged the firm of Rachlin Cohen &
Holtz, One SE Third Ave., Tenth Floor, Miami, Florida 33131 (the "New
Accountants") as its new certifying accountants.
The New Accountants were not consulted regarding:
(i) the application of accounting principles to a
specific transaction; or
(ii) the type of audit opinion to be rendered with
regard to the Registrant's financial statements; or any disagreements or
reportable events as such terms are defined in Regulation S-K, Item 304.
(a) (3) The Former Accountants have been provided with a copy of
the disclosures being set forth in the Form 8-K with a request that they furnish
the Registrant a letter addressed to the Commission stating whether they agree
with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K and, if not, stating the respects in which it does not agree.
Annexed hereto as an exhibit is a copy of a letter from the Former Accountants
to the Commission stating that they agree with the statements in the Form 8-K
concerning their firm.
(a) (5) The New Accountants have also been furnished with a copy
of the disclosures being set forth in the Form 8-K with a request that they
furnish the Registrant a letter addressed to the Commission stating whether they
agree with the statements made by the Registrant with regard to them. Annexed
hereto as an Exhibit is a copy of a letter from the New Accountants to the
Commission stating that they agree with the Statements on the Form 8-K
concerning their Firm.
Item 5. Other Events.
On January 20, 1999, the Board of Directors appointed Russell B. Adler,
Esq., to the Board. Mr. Sandler resigned as Chairman, but will remain as a
director and President. Mr. Adler was then elected as Chairman.
Since 1986 Mr. Adler has been a solo practitioner in Dade and Broward
County where he specializes in corporate and business law. Mr. Adler was
president of Air & Waterworks, Inc. (1984-87), vice president of operations for
Silicon Group, Inc., a semiconductor and computer software development company
(1993-1995) and president of Strategic Holdings Corp. (1996-97). Prior to Mr.
Adler assuming his board position, he has been a consultant and counsel
<PAGE>
to the Chairman of J.W. Gant (NASD broker dealer 1987-90) and Equity Management
Partners, Inc. (1996-98) Mr. Adler is a member of the Florida Bar and American
Bar Association. He received a BA in Business and Sociology from William Penn
College, in 1982 and a Juris Doctor from Nova Southeastern University School of
Law in 1986.
On January 24, 1999, the Board of Directors appointed Melissa K. Taylor
to the Board. Further, Mrs. Taylor was appointed Secretary and Treasurer of the
Company.
Mrs. Taylor is the founder and President of MKT Communications Corp., a
telemarketing and software development company. (1998-99) Ms. Taylor received BS
in Business from Averett College in 1997. Prior to college Ms. Taylor spent
numerous years in the banking and telecommunications industries.
Mrs. Taylor is the founder and President of MKT Communications Corp., a
telemarketing and software development company. (1998-99). Prior to her starting
MKT, Mrs. Taylor was employed a consultant and financial advisor to Able Telcom
(Nasdq: ABTE) and was instrumental in growing Able to a half a billion dollar
revenue company in ten years. Mrs. Taylor is an accomplished professional in
Telcom build-outs and other electronic data and software development.
On January 19, 1999, the Company entered into a Letter of Intent with
auctionZplus.com, Inc, a Texas corporation, to purchase its internet site
Auctionzplus (the "Acquisition") an internet company that has a web site and a
business plan for providing the general public with on-line art, antiques, coins
and memorabilia on an auction web site.
The proposed Acquisition is conditioned on, among other things, the
preparation of a mutually satisfactory definitive agreement of Acquisition, each
party's completion of a satisfactory due diligence review of the other party,
the Registrant having a minimum of $1,000,000 dollars in cash for the
specific use by Auctionzplus.
The foregoing summary of the Letter of Intent is qualified in its
entirety by the copy of the Letter of Intent attached hereto as an exhibit.
On January 19, 1999, the Registrant entered into a Letter of Intent
with MKT Communication Inc. a Florida corporation, for the purchase by the
Registrant of all of the stock of MKT Communications Inc. (the "Acquisition") is
an advertising and direct marketing company that is in the business of providing
corporations with telemarketing and internet technologies.
The proposed Acquisition is conditioned on, among other things, the
preparation of a mutually satisfactory definitive agreement of Acquisition, each
party's completion of a satisfactory due diligence review of the other party,
the Registrant having a minimum of $2,000,000 dollars in cash for the
specific use by MKT Communications.
<PAGE>
The foregoing summary of the Letter of Intent is qualified in its
entirety by the copy of the Letter of Intent attached hereto as an exhibit.
In August 1998, the Company received a letter from an attorney for a
stockholder of the Company asserting that the stockholder was damaged by
affirmative misrepresentations and material omissions allegedly made by the
Company and its affiliates in connection with the sale in 1996 of securities of
the Company to the stockholder. The letter asserts that the stockholder was
damaged in the amount of at least $1,200,000, excluding interest and attorney's
fees. The attorney states in the letter that his firm intends to file suit on
behalf of the stockholder, and possibly others, against the Company and certain
of its controlling persons for securities fraud.
On December 23, 1998, the Company's new management joined a suit filed
in West Palm Beach, Florida: Shulman & Associates, Inc.; Manny J. Shulman;
Mitchell Rubinson; Regenesis Holdings, Inc. and Frankyn B. Weichselbaum vs.
Elizbeth Shwiff; Fincross, Ltd.; Elpoint Corporation; Elpoint Company, L.L.C.;
Russian Securities Company; Gennady Yakovlev (A/K/A Gennadei Yakovlev); Oleg
Pavlioutchouk (A/K/A Oleg Pavlutchuk); Maxim Shishly Yannikov and John Does 1
through 100, in an effort to resolve any pending allegations by the
aforementioned stockholder regarding the activities of the former management and
control persons. The suit charges the defendants with libel and slander and asks
the court to enjoin the Defendants from any further public accusations relating
to the Company. The Company felt it was in its' best interest to file this
action at the conclusion of a "stand still" agreement between the Defendants and
the Company's former management. Based on the information currently available to
the present management of the Company, which information is limited, the Company
believes (but can offer no assurance) that there will be a favorable outcome to
the Company's initiation of litigation in connection with this matter; however,
if the outcome was unfavorable, the Company believes that such litigation could
have an adverse effect on the Company's financial position.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Letter of Intent dated January 19, 1999 by and between Regenesis
Holdings Inc. and MKT Communications Corp.
10.2 Letter of Intent dated January 19, 1999 by and between Regenesis
Holdings Inc. and auctionZplus, Inc.
16.1 Letter dated January 29, 1999 from Rachlin Cohen & Holtz to the
Securities and Exchange Commission.
16.2 Letter dated January 10, 1999 from Moore Stevens Lovelace. P.A. to
the Securities and Exchange Commission.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be authorized on its behalf
by the undersigned duly authorized.
Dated: January 29, 1999
Regenesis Holdings Inc.
By: /s/ Mitchell Sandler
---------------------------
Mitchell Sandler, President
<PAGE>
EXHIBIT INDEX
10.1 Letter of Intent dated January 19, 1999 by and between Regenesis
Holdings Inc. and MKT Communications Corp.
10.2 Letter of Intent dated January 19, 1999 by and between Regenesis
Holdings Inc. and auctionZplus, Inc.
16.1 Letter dated January 29, 1999 from Rachlin Cohen & Holtz to the
Securities and Exchange Commission.
16.2 Letter dated January 10, 1999 from Moore Stevens Lovelace. P.A.
to the Securities and Exchange Commission.
REGENESIS HOLDINGS, INC.
MKT COMMUNICATIONS CORP. January 19, 1999
345 S. State Road 7
Margate, FL 33068
Attention: Melissa Taylor, President
________________________________________________________________________________
LETTER OF INTENT
This letter will set forth the terms upon which REGENESIS HOLDINGS, INC.
("REGENESIS") proposes to acquire MKT COMMUNICATIONS CORP. ("MKT").
WHEREAS, REGENESIS is and Internet & Telecommunications holding company;
WHEREAS, MKT is an advertising and direct marketing company that is in the
business of providing corporations with telemarketing and internet technologies;
and
WHEREAS, REGENESIS seeks to acquire 100% of the exchange of shares of MKT;
NOW THEREFORE, the acquisition will be an exchange of shares, with REGENESIS'
Class B Preferred Stock being issued and delivered to the stockholders of MKT in
exchange for 100% of the outstanding capital stock of MKT.
1. REGENESIS will acquire the authorized and outstanding common shares of
MKT, thereby making MKT a wholly owned subsidiary of REGENESIS.
2. From the proceeds of the REGENESIS 506 and/or other securities sale.
REGENESIS will provide MKT with capital totaling three million dollars
($3,000,000.00) and 300,000 REGENESIS' Class B (convertible into common shares
at a 20 to 1 ratio) Preferred Stock (based upon six (6) times 1999 EBITDA) for
the 1999 proforma business plan attached hereto.
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
1
<PAGE>
3. From the first proceeds of the foregoing capital, MKT's note from Taylor in
the amount of $2,000,000 will be paid.
4. The following provisions will apply to the REGENESIS' Class B Preferred
Stock shares issued in the transaction:
a) Each MKT principal and consultant shall agree that, so long as
they hold REGENESIS shares issued in this transaction, they
will vote those shares as provided in the Voting Agreement
dated________________among the principals of REGENESIS, and
become a party to that agreement.
b) 75% of the REGENESIS Class B Preferred Stock delivered to MKT
principals shall be held in escrow by counsel for REGENESIS
for up to one year as follows:
(1) within 30 days following the end of each quarter,
REGENESIS shall review the MKT projected numbers and
release those shares equivalent to that portion of
the projected numbers realized for the quarter. (i.e.
1/4 of the 6 times EBITDA number stated in the
proforma)
(2) within 30 days following the end of 1999, REGENESIS
shall disperse the remaining shares held in escrow,
except REGENESIS may purchase those shares which are
not distributed to the MKT shareholders, as a result
of an EBITDA short-fall from the 1999 projections, at
par $(.01).
(3) notwithstanding the aforementioned paragraphs 4(b)(1)
and (2), in the event at the end of any quarter the
$6.3 million EBITDA (the base EBITDA figure) has been
obtain, the balance of the shares shall be released
to MKT without restriction, except for paragraph
4(a).
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
2
<PAGE>
c) If, during the initial 18 months of employment, any MKT
stockholder who is a employee or consultant to MKT and who
voluntarily leaves the employ of MKT or violates the provision
of his employment or consulting agreement or is terminated for
cause, those shares shall be repurchasable by REGENESIS at par
$(.01).
5. At the closing, Strategic Holdings Management Corp. will enter into a
consulting agreement with MKT for a period of three years. The annual consulting
fee payable under the contract will be determined by the Board of Directors of
MKT, subject to the foregoing limit on compensation paid under MKT employment
and consulting agreements. the employees of Strategic Holdings Management Corp.
shall not be entitled to receive any employee benefits, except as provided
herein in Paragraph 2 & 4.
6. Upon dispersal of the Preferred Stock from escrow, MKT will then convey
thirty-five percent (35%) of those Preferred shares of REGENESIS each quarter to
Strategic Holdings Management Corp. as payment for consulting services.
7. Within a period of six months following the date of closing, REGENESIS
will cause to be registered under the Federal Securities Act of 1933 up to 50%
of the REGENESIS common shares received by MKT from the escrow, so as to permit
sale by them of such shares at the market. Following the effective date of the
registration statement, REGENESIS will maintain such registration in effect for
a period of not less than nine months. In the event REGENESIS fails to cause
such registration to become effective within such six-month period (except where
such failure is due solely to action or inaction of the Securities and Exchange
Commission), REGENESIS shall issue to each MKT principal and/or consultant that
number of shares equal to 2% of the shares delivered to them at the closing for
each thirty (30) period beyond such six-month period during which the
effectiveness of the registration has not been obtained (except for any such
delay caused primarily by the MKT principals and/or consultants) up to a
maximum aggregate of 20% of the shares issued to the principals and consultants.
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
3
<PAGE>
8. REGENESIS shall bear all fees and expenses incurred in preparing filing and
maintaining the effectiveness of the registration statement but the MKT
principals whose shares are registered will bear all underwriting fees and other
expenses of sale of their shares and costs of any counsel or others experts who
represent them in the preparation of the registration statement or sales of the
shares.
9. REGENESIS shall also take any necessary action required to qualify or
register the aforesaid shares, up to a total of five states.
10. For three years following the closing, the principal shareholders of MKT, a
list of whom is annexed to this letter (the MKT Principals), shall elect Taylor
as president and Michael Kirkovick as general manager. REGENESIS will, following
the closing, be entitled to designate a majority of the MKT directors.
11. Taylor and Kirkovich will enter into employment contracts with MKT for
three years. The annual salary will be determined by the Board of Directors of
MKT, subject to an overall limit per year on compensation paid under all
employment and consulting contracts to which MKT is a party, the amount of such
limit being agreeable to REGENESIS. The contract will also provide for annual
increases of 5% per annum in pay, provision for reimbursement of expenses
reasonable incurred in connection with the business of MKT, and a monthly car
allowance of up to $500 per month. Berens will also be entitled to medical
benefits provided to all executives of REGENESIS and its subsidiaries, the cost
of which will be paid by MKT.
12. In order to complete the acquisition, MKT will provide promptly the due
diligence materials requested by REGENESIS, as listed in the schedule annexed
hereto. In this connection, MKT will deliver as soon as possible to REGENESIS
its unaudited financial statement for the prior year through December 31, 1998
and a detailed projection of revenues and expenses for the year 1999 through
2001. REGENESIS will cause the MKT financial statements for the year 1998 to be
audited by REGENESIS's independent public accounts, at the expense of REGENESIS.
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
4
<PAGE>
13. Each party shall bear his or its own costs in connection with implement
this letter of intent and the transaction contemplated hereby.
14. This letter of intent shall constitute an expression of intent only and
shall not be deemed a binding agreement, except for the provisions of
Paragraph 13 and 15.
15. MKT agrees not to engage in discussions with any other third party relating
to the acquisition of MKT until March 15, 1999. REGENESIS agrees to hold in
confidence all information which is delivered to it by MKT in connection with
this transaction and to return all documents of the transaction delivered by MKT
in the event the transaction is not completed. The provisions of this Paragraph
15 shall be binding on the parties.
Please acknowledge you acceptance by signing and returning a copy of this letter
to the undersigned.
Very truly yours,
REGENSIS HOLDINGS, INC.
By: /s/ Mitchell Sandler
---------------------------
Mitchell Sandler, President
AGREED AND ACCEPTED:
MKT INDUSTRIES, INC.
By: /s/ Melissa K. Taylor
-------------------------
Melissa Taylor, President
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
5
REGENESIS HOLDINGS, INC.
AUCTIONZPLUS.COM January 18, 1999
901 N. Post Road, Suite 350
Houston, Texas 77024
Attention: Marc Barens, President
LETTER OF INTENT
----------------
This letter will set forth the terms upon which REGENESIS HOLDINGS, INC.
("REGENESIS") purposes to acquire AuctionZplus.com Inc., a Texas Corporation,
("AUCTIONZPLUS.COM").
WHEREAS, REGENESIS is an Internet & Telecommunications holding company;
WHEREAS, AUCTIONZPLUS.COM is an Internet company that has a business plan for
providing the general public with on-line art, antiques, coins and memorabilia
on an auction web site; and
WHEREAS, REGENESIS seeks to acquire 100% of the issued and outstanding shares of
AUCTIONZPLUS.COM
NOW THEREFORE, the acquisition will be an exchange of shares, with REGENESIS
Class A Preferred Stock being issued and delivered to the stockholders of
AUCTIONZPLUS.COM
1. REGENESIS will acquire all the authorized and outstanding common shares of
AUCTIONZPLUS.COM, thereby making AUCTIONZPLUS.COM a wholly owned subsidiary of
REGENESIS.
2. REGENESIS will provide a minimum of one million dollars ($1,000,000.00) in
working capital and five thousand (5000) shares of REGENESIS' Class A Preferred
Stock to AUCTIONZPLUS.COM.
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
1
<PAGE>
3. AUCTIONZPLUS.COM will have no fewer than six (6) and no more than twenty-four
(24) months, calculated from the closing date to produce a "Fairness Opinion"
establishing the value of AUCTIONZPLUS.COM. REGENESIS and AUCTIONZPLUS.COM will
each nominate three (3) firms from which both parties agree to share one (1) to
produce this Fairness opinion.
4. Based on this Fairness opinion, AUCTIONZPLUS.COM will convert its 5,000
shares of REGENESIS Class A Preferred Stock into Common shares of REGENESIS and
REGENESIS shall issue such other common shares as a bonus for the increased
value from the date of the closing. The value of those bonus common shares of
REGENESIS stock will equal the value of AUCTIONZPLUS.COM as established by the
Fairness Opinion. These common shares of REGENESIS stock will be valued at the
"lowest closing bid prices" of REGENESIS (NASDAQ:EGNS) for the 90 day period
immediately prior to the date of the Fairness Opinion.
5. At the closing, Strategic Holdings Management Corp. will enter into a
consulting agreement with AUCTIONZPLUS.COM for a period of three years. The
annual consulting fee payable under the contract will be determined by the Board
of Directors of AUCTIONZPLUS.COM, subject to the foregoing limit on compensation
paid under AUCTIONZPLUS.COM employment and consulting agreements. The employees
of Strategic Holdings Management Corp. shall not be entitled to receive any
employee benefits, except as provided herein in Paragraph 4.
6. If and when AUCTIONZPLUS.COM receives any bonus shares under Paragraph 4,
AUCTIONZPLUS.COM will then convey thirty-five percent (35%) of those common
shares of REGENESIS to Strategic Holdings Management Corp. as payment for
consulting services.
7. Within one (1) year of the acquisition, REGENESIS will use its "best efforts"
to register the REGENESIS shares delivered to the AUCTIONZPLUS.COM and a certain
percentage of the estimated bonus REGENESIS shares, under the Federal Securities
Act of 1933, so as to permit sale by them of such shares at the market.
Alternatively, REGENESIS will use its best efforts, subject to underwriter
approval, to "piggyback" the resignation of such underlying stock with any other
stock registration which may occur within a 1-year period of the acquisition.
Following the
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
2
<PAGE>
effective date of the registration statement, REGENESIS will maintain such
registration in effect for a period of not less than six months.
8. REGENESIS shall bear all fees and expenses incurred in preparing, filing and
maintaining the effectiveness of the registration statement, but the
AUCTIONZPLUS.COM principals and consultants whose shares are registered will
bear all underwriting form and other expenses of sale of their shares and costs
of any counsel or others experts who represent them in the preparation of the
registration statement or sales of the shares.
9. REGENESIS shall also take any necessary action required to qualify or
register the aforesaid shares, up to a total of five states.
10. For three years following the closing, the principal shareholders of
AUCTIONZPLUS.COM, a list of whom is annexed to this letter (the AUCTIONZPLUS.COM
Principals), shall elect Barens as president. REGENESIS will, following the
closing, be entitled to designate a majority of the AUCTIONZPLUS.COM directors.
11. Barens will enter into employment contracts with AUCTIONZPLUS.COM for three
years. The annual salary will be determined by the Board of Directors of
AUCTIONZPLUS.COM, subject to an overall limit per year on compensation paid
under all employment and consulting contracts to which AUCTIONZPLUS.COM is a
party, the amount of such limit being agreeable to REGENESIS. The contract will
also provide for annual increments of 5% per annum i.e. pay. Provision for
reimbursement of expenses reasonably incurred in connection with the business of
AUCTIONZPLUS.COM and a monthly car allowance of up to $500 per month. Barens
will also be entitled to medical benefits provided to all executives of
REGENESIS and its subsidiaries, the cost of which will be paid by
AUCTIONZPLUS.COM.
12. Each AUCTIONZPLUS.COM principal and consultants shall agree that, so long as
they hold REGENESIS shares (Including the bonus shares), issued for the
transaction, he will vote them as provided in the Voting Agreement dated
_________________ among the principals of REGENESIS, and they will become a
party to that Agreement.
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
3
<PAGE>
13. In order to complete the acquisition, AUCTIONZPLUS.COM will provide promptly
the due diligence materials requested by REGENESIS, as listed in the schedule
Annexed hereto. In this connection, AUCTIONZPLUS.COM will deliver as soon as
possible to REGENESIS its unaudited financial statement for the prior year
through December 31, 1998 and a detailed projection of ________ expenses for the
year 1999. REGENESIS will cause the AUCTIONZPLUS.COM financial statements for
the year 1998 to be audited by REGENESIS'S independent public accountants, at
the expense of REGENESIS.
14. Each party shall bear his or its own costs in connection with implementing
this letter of intent and the transaction contemplated hereby.
15. This letter of intent shall constitute an expression of intent only and
shall not be deemed a binding agreement, except for the provisions of Paragraphs
16 and __.
16. AUCTIONZPLUS.COM agrees not to engage in discussion with _____ third party
relating to the acquisition of AUCTIONZPLUS.COM until February 15, 1999.
REGENESIS agrees to hold in confidence all information which is delivered to it
by AUCTIONZPLUS.COM in connection with this transaction and to return all
documents of the transaction delivered by AUCTIONZPLUS.COM in the event the
transaction is not completed. The provisions of this Paragraph 16 shall be
binding on the parties.
Please acknowledge your acceptance by signing and returning a copy of this
Letter to the undersigned.
Very truly yours,
REGENESIS HOLDINGS, INC.
By: /s/ Mitchell Sandler
-------------------------------
Mitchell Sandler, President
AGREED AND ACCEPTED:
AuctionZplus.com, Inc.
By: /s/ Marc Barens
-------------------------
Marc Barens, President
________________________________________________________________________________
444 Brickell Ave. Suite 400 Miami, Florida 33131 Tel: (305)358-7600;
Fax(305)358-4720
4
Securities and Exchange Commission
Washington, DC 20549
Re: Regenesis Holdings, Inc.
Gentlemen:
We have read the statements (included under Item 4 of Form 8-K of Regenesis
Holdings, Inc. dated January 29, 1999, insofar as it relates to our firm, and we
agree with such statement.
RACHLIN, COHEN & HOLTZ
Miami, Florida
January 29, 1999
January 20, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We were previously principal accountants for Regenesis Holdings, Inc. and
Subsidiaries and on May 22, 1998, we reported on the consolidated financial
statements of Regenesis Holdings, Inc. and Subsidiaries as of and for the years
ended December 31, 1997 and 1996. We have read Regenesis Holdings, Inc.'s
statements included under Item 4 of its Form 8-K dated January 20, 1999, and are
in agreement with the statements contained in Paragraph (a) (1) on Page 2,
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
Very truly yours,
/s/ Moore Stephens Lovelace, P.A.
---------------------------------
MOORE STEPHENS LOVELACE, P.A.
