Exhibit 10
Excel Publishing, Inc.
2250 West Center
Springville, Utah 84663
February 19, 2002
ANF Telecast, Inc.
Harold Fletcher, CEO
11687 Bellagio Road, Suite #2
Los Angeles, CA 90049
RE: Letter of Intent to Acquire 100% of the issued and outstanding common
shares of ANF Telecast, Inc.
Dear Mr. Fletcher:
This letter will confirm our recent discussions relative to the proposed
acquisition by Excel Publishing, Inc. ("Excel") of 100% of the issued and
outstanding common shares of ANF Telecast, Inc. ("ANF"). The objective of our
discussions has been the execution and consummation, as soon as is practical, of
a formal share exchange agreement between Excel and ANF.
I. Intent of the Parties
A. Except as otherwise provided herein, this letter shall not
constitute an agreement or binding obligation of the parties which sign
this letter or which otherwise are or may become parties to the
transactions described herein, but constitutes only an expression of
the intention of the parties to proceed in accordance with the terms of
this letter. Except as expressly provided in this letter, any binding
agreements between or among the parties shall be evidenced only by a
definitive written share exchange agreement (Exchange Agreement), as to
corporate parties, approved by the directors and, as necessary the
shareholders of those entities.
Excel and ANF hereby mutually agree to pursue and negotiate in good
faith a formal share exchange agreement that will be satisfactory in
all respects, in form and in substance, to both parties.
B. The exchange agreement will provide for, but not be limited to, the
various understandings as set forth below:
1. Delivery of customary legal opinions, closing certificates and
other necessary documentation.
2. Provide that each party shall be responsible for its costs and
expenses, including attorney's fees, incurred in connection
with the transaction contemplated herein.
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3. Provide that the related parties and their affiliates will
cooperate in the preparation and expeditious filing of
information to governmental authorities, required or helpful
to effectuate the transaction contemplated herein.
II. Terms and Conditions
A. Excel will acquire 100% of the issued and outstanding common
and preferred shares of ANF in exchange for 6,000,000 shares
of the common stock of Excel. This exchange of shares is
intended to qualify as a tax-free reorganization under Section
368 of the Internal Revenue Code such that the shares of Excel
received by the shareholders of ANF will be exchanged on a
tax-free basis. The shares to be issued by Excel will be
"restricted securities" as defined by Rule 144 under the
Securities Act of 1933, and an appropriate legend will be
placed upon the certificates representing such shares.
B. At closing, Excel shareholders will cancel all but 2,000,000
shares of the issued and outstanding common shares of Excel.
C. At closing, the authorized shares for Excel will be 50,000,000
authorized common shares, par value $0.001and 5,000,000
authorized Preferred Shares, par value $0.001.
D. After the closing of the proposed share exchange agreement the
capital structure of Excel shall be as follows:
Common Stock Outstanding
ANF Telecast, Inc. Current Shareholders 6,000,000
Excel Current Shareholders 2,000,000
---------
Total Common Shares Outstanding 8,000,000
E. The current officer and director of Excel will submit his
resignation as officer and director effective the closing date
and will appoint persons designated by ANF to fill such
vacancies until their term of office expires or they are
otherwise replaced in accordance with the by-laws of Excel.
F. At closing, the name of Excel shall be changed to a name
selected by mutual consent of Excel and ANF in accordance with
the by-laws of Excel and applicable regulatory requirements.
G. The closing shall be subject to securing a commitment for
financing acceptable to both parties of not less than $1
million.
H. Additional representations of Excel at closing shall be as
follows:
a. Excel will have $0 liabilities and $0 assets.
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b. Excel shall be in good standing in its state of
domicile and shall be duly qualified to do business
as a foreign corporation in those jurisdictions,
which require such qualification.
c. Excel will be current in all of its filing
requirements as to all tax, securities or other
reports required under laws to which it is subject,
and shall deliver copies of these reports to ANF
along with copies of its past and current audited
financial statements.
d. Excel shall make customary representations, including
but not limited to, representations and warranties
that it has no liabilities and that it is not a party
to any litigation.
e. Excel shall be free from any material pending or
threatened litigation, claims, or contingent
liabilities.
f. There shall be no change in the current outstanding
capital structure of Excel including outstanding
shares, options, warrants or related matters, except
as referred to herein.
I. Representations of ANF at closing shall be as follows:
a. ANF shall be in good standing in its state of
domicile and shall be duly qualified to do business
as a foreign corporation in those jurisdictions that
require such qualification. ANF shall be free from
any material pending or threatened litigation,
claims, or contingent liabilities.
b. ANF shall be in current and good standing with
respect to all material contracts to which it is a
party.
c. ANF shall provide financial statements and interim
financial statements from inception which have been
prepared by an SEC authorized accounting firm in
accordance with generally accepted accounting
principles and in compliance with Regulations S-X as
promulgated by the Securities and Exchange
Commission. Such accounting firm will make written
representations that the required audited financial
statements will be completed within sixty days of the
closing of the proposed share exchange.
d. As a condition to the Closing, ANF will obtain all
necessary shareholder and Board approvals for the
proposed transaction.
J. This proposed transaction is highly confidential and no party
to this transaction shall release any information to the
public or the media without the consent of the other party.
K. After the closing, ANF agrees to submit the appropriate
application and fees to have the company listed in Standard &
Poors.
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L. ANF agrees to conduct their business in accordance with the
ordinary, usual and normal course of business heretofore
conducted by them. Thus, there may be no material adverse
changes in the business of ANF from the date hereof through
the closing of the transaction.
M. All parties hereto agree to take whatever reasonable steps are
required to facilitate the consummation of the transaction
contemplated herein, including but not limited to the
providing of all relevant information regarding the parties
hereto.
N. Upon the signing of this "Letter of Intent," Excel and the ANF
will immediately begin to prepare an Exchange Agreement, which
shall contain provisions in accord with this letter together
with such further appropriate terms and conditions as legal
counsel and the parties may mutually determine. The Exchange
Agreement shall be subject to the approval of the respective
shareholders and boards of directors of Excel and ANF.
O. Pending execution of the Exchange Agreement contemplated by
this Letter of Intent, neither Excel nor ANF will negotiate
with any other corporation, firm or person with respect to the
possible acquisition of the assets or stock of either Excel or
ANF, or any other matters described herein, provided that this
restriction shall expire upon the expiration of this Letter of
Intent.
P. Due diligence reviews by each party shall be a condition of
closing. The parties hereto agree to cooperate with each other
in the performance of their respective due diligence reviews.
Q. It is understood that the terms set forth in this letter may
not constitute all of the material terms which will be
included in the Exchange Agreement. The targeted deadlines for
the Exchange Agreement are as follows:
a. Execute Final Agreement March 1, 2002
b. Closing Date March 15, 2002
If the proposed transaction has not been closed by 5:00 p.m.
PST March 30, 2002, or extended in writing by all parties to
this agreement, then this Letter of Intent will become null
and void. In the event that Excel and ANF fail to agree on
terms and conditions and provisions of the Exchange Agreement,
other than as set forth herein, prior to the expiration of the
Letter Intent, neither Excel nor ANF shall have any liability
or obligation to the other for damages, expenses, failure to
agree upon a final Exchange Agreement or in any other way if
the intended Exchange Agreement is not signed on or before the
date of expiration of this Letter of Intent.
R. Other terms and conditions of the Exchange Agreement are to be
negotiated in good faith and are to be mutually agreed upon by
both parties.
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S. It is agreed between the parties that:
a. The parties hereto have the right and authority to
enter into this Letter of Intent.
b. Time is of the essence and that each party will use
its best efforts to finalize the Exchange Agreement
on or before March 1, 2002.
c. Both parties agree that signed fax copies of
signatures and documents including counterpart
signatures shall be acceptable as agreement of
intent.
d. Each of the parties will be responsible for its own
expenses in connection with the transactions
contemplated herein. Each party will employ its own
professionals, including counsel and accounting
professionals.
e. The effective date of this Letter of Intent shall be
the later of the dates signed by the parties
evidenced below.
f. This Letter of Intent and the final Exchange
Agreement and the documents and instruments delivered
pursuant thereto shall be governed by and construed
in accordance with the laws of the State of Nevada.
If the foregoing accurately reflects our discussions, please execute and return
to each of the undersigned an executed copy of this agreement.
ACCEPTED AND AGREED TO:
Excel Publishing, Inc. ANF Telecast, Inc.
By: /s/ Steven White By: /s/ Harold Fletcher
-------------------------- ------------------------
Steven White, President Harold Fletcher, President
Dated: February 19, 2002 Dated: February 19, 2002
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