EXHIBIT 10.2
March [to be issued at closing], 2006
Regatta Capital, Ltd., Agent
Attn: Xx. Xxxxxxx X. Xxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Sir:
In connection with the proposed purchase and sale of up to [$6,013,000.00] of
bonds (the "Bonds") issued by Regatta Capital, Ltd. (the "Company"), pursuant to
that certain Securities Purchase Agreement dated March [X], 2006 (the "SPA"),
wherein Regatta Capital Partners, Inc. ("RCPI") (successor to Monet
Entertainment Group, Inc.), agrees to issue, for each $100.00 of Bond principal,
and accrued interest thereunder, [144.175] shares of its common stock par value
$[0.001] per share (the "Shares"), all as more particularly set forth in the
SPA, you have requested, in your capacity as agent for the bond holders, and we
hereby issue, our opinion as set forth below.
The Board of Directors of RCPI and the Company has engaged Xxxxxxxxxx & Company,
P.C., Certified Public Accountants, to perform an independent analysis and to
provide its opinion as to the fairness from a financial point of view to the
Regatta Capital, Ltd. bond holders (the "Bond Holders") for the above referenced
transaction.
Our opinion addresses only the fairness of the Transaction from a financial
point of view and does not address any other aspect of the Transaction,
including the merits of the Transaction as compare to other transactions or
business strategies that may be available to the Bond Holders, RCPI's underlying
business decision to effect the Transaction, or the possible tax consequences of
the Transaction. We are not expressing any opinion as to the actual value of a
share of the RCPI Common Stock or the prices at which RCPI common Stock will
trade at any time. Likewise, we are not expressing any opinion as to the actual
value of RCPI's assets nor the prices at which RCPI's assets may be sold at any
time, Further, we made no investigation of and make no recommendation to any
holder of RCPI Common Stock as to the possible tax consequences of the
Transaction.
In connection with our opinion, we have, among other things:
(a) Reviewed the terms and conditions describing or otherwise directly
relating to the Transaction;
(b) Reviewed certain publicly available business and historical financial
information relating to RCPI, including without limitation, Annual
Reports, Forms 10-K, Forms 10-Q and other filings with the Securities
and Exchange Commission;
(c) Reviewed certain internal financial information and other data
relating to the businesses and financial prospects of RCPI, as well as
estimates, financial forecasts and analyses prepared by the management
of RCPI that are not publicly available;
(d) Conducted discussion with members of the senior management of the
Company; (e) Reviewed the process and background that led to the
Transaction; and (f) Conducted such other information that we deemed
necessary or appropriate.
Facts:
Regatta Capital, Ltd.:
The following is a list of the primary assets of Regatta Capital, Ltd. that
management has provided. These assets are management's estimate of their current
value.
Note Receivable- Xxxxxxx $ 735,000
Note Receivable- Shallenbarger 192,593
Note Receivable- Xxxxxx 68,100
Judgment Receivable- XxXxxxxx 276,000
Note Receivable- Day 574,698
Note Receivable- Xxxxxxxx 400,000
Note Receivable- Betts 540,000
Note Receivable- Denver Mtn Express 10,000
Investment- Del Mar Partners, Ltd 12,500
Investment- Monet Entertainment Group 100,000
Cash on Hand 1,000,000
-----------
Total Assets $ 3,908,891
===========
Monet Valuation:
Monet Entertainment is a publicly trade company presently being traded on the
"NASDAQ Bulletin Board." Management's valuation of Monet Entertainment Group,
Ltd is $600,000.
The total value of the two companies combined is as follows:
Regatta Capital, Ltd $ 3,908,891 86.69%
RCPI 600,000 13.31%
------------- ------------
Total $ 4,508,891 100.00%
============= ============
Opinion:
Based upon and subject to the foregoing, including the various assumptions and
limitations set forth herein, we are of the opinion that, as of the date hereof,
the proposed Transaction is fair, from a financial point of view, to the Bond
Holders.
Xxxxxxxxxx & Company, P.C.
