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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 2011
INTERPRO MANAGEMENT CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-152365 98-0537233
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
601 Union Street, Two Union Square, 42nd Floor
Seattle, Washington 98101
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (206) 652-3570
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 14, 2011, Interpro Management Corp. (the "Company") entered into a
Letter of Intent (the "LOI") with George Blankenbaker. Mr. Blankenbaker is an
individual and a controlling owner of agribusiness companies based in Singapore
with (i) certain assignable exclusive purchase contracts and an assignable
supply agreement related to stevia, (ii) rights to partner with certain
Vietnamese companies to establish a research and development and propagation
center, and extraction and refinery plant; and (iii) rights to lease certain
office space in Ho Chi Minh, Vietnam (the "Assets"). Mr. Blankenbaker intends
for these Assets to be assigned to a Singapore registered company ("SINGCO").
Under certain non-binding terms of the LOI, the parties agree to use their best
efforts to enter into a definitive agreement whereby the Company will advance
the development, exploitation and funding of the Assets (the "Project"). The
definitive agreement would be executed within 21 days of completion of a due
diligence period, which due diligence period is not to exceed 45 days from the
date of the LOI. Pursuant to the non-binding terms of the LOI, the Company will
acquire all of the outstanding shares of SINGCO and will issue to the
stockholders of SINGCO prior to such acquisition (the "SINGCO Stockholders"),
shares of the Company in an amount equal to not less than 25% and not more than
100% of the shares of the Company's common stock then outstanding.
Upon the Closing, the Company would invite Mr. Blankenbaker to sit on its board
and enter into a milestone based compensation agreement with him. The Company
would also conduct a financing in the aggregate amount of $1,500,000 to fund the
Project (the "Financing"). After completion of the financing, the SINGCO
Stockholders would own no less than 20% of the Company.
In connection with the execution of the LOI the Company has deposited $250,000
into escrow, to be released to the Company as part of the Financing.
The LOI further provides that the definitive agreement would contain customary
representations and warranties, covenants and a number of conditions to closing.
The LOI is attached to this report as Exhibit 10.1, and the terms and conditions
incorporated herein. The foregoing statement is not intended to be a complete
description of all terms and conditions.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
Number Description
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10.1 Letter of Intent dated February 14, 2011
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 18, 2011 INTERPRO MANAGEMENT CORP.
By: /s/ Mohanad Shurrab
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Mohanad Shurrab
President
