Exhibit 2.1 Exchange Agreement
EXCHANGE AGREEMENT
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AGREEMENT made March 19th, 2002, by and between Neo Vision Corporation, a
Delaware Corpration (the "Seller") and GTSR Hopeful Corporation, a Nevada
corporation (the "Purchaser"), and is effective as of March 31, 2002.
RECITALS
The Seller owns all of the outstanding shares of ReNewal Education Corporation,
a Arizona corporation, that provides real estate education services as an
approved real estate school that the Seller desires to sell.
The Purchaser, a Securities and Exchange Commission reporting Company with
approximately 30 shareholders, without any current operations desires to enter
the adult education business through the acquisition of ReNewal Education
Corporation.
The Purchaser desires to acquire the travel business of Vacation Creations (VAC)
through the purchase of certain assets of VAC in order to expand its existing
travel agency business.
IT IS THEREFORE AGREED:
1. Company Purchased. Purchaser shall acquire the 3,000 issued and outstanding
shares of ReNewal Education Corporation (ReNewal) through an exchange of 7,
300,000 shares of Seller.
2. Representations and Warranties of Seller. The Seller represents and
warrants to the Purchaser that:
(a) Authorization. Sellers are the sole owners of the outstanding shares
of ReNewal and have been duly authorized to exchange the shares for
shares of the Purchaser.
(b) Title. The Seller at the Closing Date will have full and valid title
to the 3,000 issued and outstanding shares to be delivered, and there
will be no existing impediment to the sale and transfer of such assets
to the Purchaser. Upon delivery the shares shall be free and clear of
all liens, charges, security interest, and encumbrances whatsoever,
except for those disclosed in the Exhibits.
(c) Seller's Capacity. Seller has full right, power, legal capacity, and
authority to enter into this Agreement and to sell and deliver to the
Purchaser the shares to be so sold and delivered hereunder.
(d) Obligations. As of March 31, 2002, ReNewal had no obligations or
liabilities in excess of $1,000.00, contingent or otherwise, which
were not disclosed to Purchaser.
(e) Assets. ReNewal has good and marketable title to all of its property
and assets (except property and assets disposed of since such date in
the ordinary course of business), except minor liens of a character
which in the aggregate are not substantial in amount, do not
materially detract from the value of the property or assets subject
thereto, or materially impair the operations of ReNewal.
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(f) No Material Changes. Since negotiations for this sale commenced, there
have been no changes in the nature of the business of ReNewal, or in
its financial condition or property, other than changes arising out of
the ordinary course of its business, or obligations, none of which
have been materially adverse, and ReNewal has not incurred any
obligations or liabilities, or made any disbursements, other than
those in the ordinary course of business and operations.
(g) Contract. ReNewal is not a party to any employment contract or other
agreement with any faculty member in its school operation, which
result in an employment arrangement that is other than "at will".
(h) Claims and Proceedings. ReNewal is not a party in any litigation,
pending or threatened, nor has any material claim been made or
asserted against ReNewal, nor are there any proceedings threatened or
pending before any federal, state or municipal government, or any
department, board, body, or agency involving ReNewal.
(i) Payments. ReNewal is not in default in the payment of any of its
obligations.
3. Purchaser's representations and Warranties. Purchasers represents and
warrants to the Seller that:
(a) Capacity. Purchaser has full right, power, legal capacity, and
authority to enter into this Agreement.
(b) Corporate Status. GTSR Hopeful Corporation (GTSR)is a corporation duly
organized, validly existing and in good standing under the laws of the
State of New Mexico and has all corporate power necessary to engage in
the business in which it is presently engaged.
(c) No Material Changes. Since negotiations for this sale commenced, there
have been no changes in the nature of the business of GTSR, or in its
financial condition or property, other than changes arising out of the
ordinary course of its business, or obligations, none of which have
been materially adverse, and GTSR has not incurred any obligations or
liabilities, or made any disbursements, other than those in the
ordinary course of business and operations.
(d) Claims and Proceedings. GTSR is not a party in any litigation, pending
or threatened, nor has any material claim been made or asserted
against GTSR, nor are there any proceedings threatened or pending
before any federal, state, or municipal government, or any department,
board, body, or agency involving GTSR.
(e) Compliance. GTSR is not in violation of any provision of its
Certificate of Incorporation or Bylaws, nor has it defaulted under any
agreement or other instrument to which GTSR is a party to by which it
is bound, other than those of an immaterial or unsubstantial nature.
4. Mutual Representations and Warranties. Seller and Purchaser each have
disclosed all litigation, proceedings, or assessed tax deficiency pending
against or relating to Seller, ReNewal and Purchaser or properties, assets,
or business sold hereunder which may interfere with the use and quiet
possession of the assets of the respective businesses.
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5. Condition of Business. Seller and Purchaser shall take no action in the
period preceding closing that will materially change the nature of the
business and its relationship with its customers, employees, and suppliers
beyond normal business actions of a prudent business person.
6. Additional Act or Documentation. Seller and Purchaser agree to make,
execute, and deliver such additional documents and instruments and take
such actions as may be necessary or appropriate to carry out the full
intent and purpose of this Agreement.
7. Closing. It is the intent of the parties that the acquisition be effective
March 31, 2002. with the actual closing occurring no later than April 10,
2002, at a time and place mutually agreeable to all parties. Operational
control of ReNewal shall be granted to the Purchaser at the effective date.
8. Notices. Any notices that may be required under this Agreement shall be in
writing, shall be effective on the earlier of the date when received or the
third day following mailing, and shall be given by personal service, or by
certified or registered mail, return receipt requested, to the addresses
set forth below, or to such other addresses as may be specified in writing
to all parities hereto.
If to Purchaser:
GTSR Hopeful Corporation
In care of Xx. Xxxxxx X. Xxxxx
00000 X. 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
If to Seller:
Neo Vision Corporation
Xxxxx X. Xxxxxxxx
0000 X. Xxxxxxxx Xx., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
9. Access to Books and Records. From the date of this Agreement to the Closing
Date, the parties will give each other free access to the records, files
books of account, and tax returns of the other, provided the same shall not
unreasonably interfere with its normal operations.
10. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties, the successors and assigns of the Purchaser, and
the legal representatives and assigns of the Seller.
11. Survival. All representations and warranties shall survive the closing of
the transactions hereunder.
12. Brokerage. The Purchaser represents to Seller that they have not employed
any broker or entered into any agreement for the payment of any fees,
compensation, or expense to any person, firm, or corporation in connection
with the within transaction.
IN WITNESS WHEREOF, the parties have signed this agreement.
SELLER:
Neo Vision Corporation.
A Delaware corporation
3-19-2002
Date /s/Xxxxx X. Xxxxxxxx
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By Xxxxx X. Xxxxxxxx, its Chairman
PURCHASER:
GTSR Hopeful
a Nevada corporation
3-19-2002
Date /s/Xxxxxx X. Xxxxx
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By Xxxxxx X. Xxxxx, its Chief Executive Officer
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