Exhibit 2.1
STOCK ACQUISITION AGREEMENT
BETWEEN
GENESIS CAPITAL CORPORATION OF NEVADA
AND
XXXXXXXXXXX XXXXXX
AND
XXXXXX CONSULTING GROUP, INC.
AND
GLOBAL UNIVERSAL, INC. OF DELAWARE
STOCK ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (hereinafter "Agreement") dated August 30,
2001, by, between and among Genesis Capital Corporation of Nevada, a Nevada
Corporation ("Genesis"); Global Universal, Inc. of Delaware, a Delaware
Corporation ("Global); Xxxxxx Consulting Group, Inc., a Nevada Corporation
("Xxxxxx"); and Xxxxxxxxxxx Xxxxxx, ("Astrom"), an Individual residing at 0000
XX 0xx Xxxxxx, Xxxxx, Xxxxxxx 00000.
WHEREAS, Global and Xxxxxx are each owed monies in the sum total of
$315,000 ($215,000 to Global and $100,000 to Xxxxxx) for services rendered to,
and expenses advanced on behalf of Genesis; and
WHEREAS, Genesis desires to acquire through the issue of its common
stock one hundred percent (100%) of the issued and outstanding shares of Senior
Lifestyle Communities, Inc., a Nevada Corporation ("Senior") and sufficient cash
to allow it to pay Xxxxxx and Global the $315,000 owed to them for expenses and
services; and
WHEREAS, Astrom desires to purchase a controlling interest in Genesis,
pay the amounts owed by Genesis to Global and Xxxxxx, and to sell to Genesis one
hundred percent (100%) of the issued and outstanding shares of Senior on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties herein contained, the parties hereby agree as
follows:
I. Purchase and Sale. Astrom hereby agrees to sell, transfer, assign, and
convey to Genesis, and Genesis hereby agrees to purchase and acquire
from Astrom, one hundred percent (100%) of the issued and outstanding
shares of Senior, (hereinafter referred to as the "Senior Shares").
Genesis hereby agrees to sell, transfer, assign, and convey to Astrom,
and Astrom hereby agrees to purchase and acquire from Genesis, ninety
five percent (95%) of the issued and outstanding common and preferred
shares of Genesis (hereinafter referred to as the "Genesis Shares").
II Purchase Price of the Senior and Genesis Shares. The aggregate purchase
price to be paid to Genesis, Global and Xxxxxx by Astrom for the
delivery to Astrom of Fifty Four Million One Hundred Ten Thousand Three
Hundred Nine (54,110,309) shares of the common stock of Genesis and One
Million Four Hundred Seventy Seven Thousand Three Hundred Forty Five
(1,477,345) shares of the preferred stock of Genesis, shall be the sum
of Three Hundred Fifteen Thousand Dollars ($315,000) and one hundred
percent (100%) of the issued and outstanding shares of Senior.
III Release of Claims by Global and Xxxxxx. In return for the payment to
Global and Xxxxxx
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of the sum of Three Hundred Fifteen Thousand Dollars ($315,000) by
Astrom, pursuant to the terms of this Agreement, Global agrees to pay
or otherwise resolve all liabilities shown on the balance sheet of
Genesis (See Exhibit "D") and retain all assets shown on the balance
sheet of Genesis so that as of the date of closing the balance sheet of
Genesis shows no assets and no liabilities.
IV Warranties and Representations of Senior and Astrom. In order to induce
Genesis, Xxxxxx and Global to enter into the Agreement and to complete
the transaction contemplated hereby, Senior and Astrom individually and
jointly warrant and represent to Genesis, Xxxxxx, and Global, that:
A Organization and Standing. Senior Lifestyle Communities, Inc.
is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Nevada, is qualified
to do business as a foreign corporation in every other state
or jurisdiction in which it operates to the extent required by
the laws of such states and jurisdictions, and has full power
and authority to carry on its business as now conducted and to
own and operate its assets, properties, and business No
changes to Senior's Certificate of Incorporation, amendments
thereto and By laws of Senior will be made before the Closing.
B Shareholder Approval. Senior shall have received any and all
necessary and required approval of its shareholders for the
transaction set forth herein as required by statute or
regulation by any state or other jurisdiction that has
authority over the affairs of Senior. All votes of
shareholders are hereby certified to be in compliance with
those statutes and requirements, including any requirement
regarding the number of votes and the percentage of approval
required in such a shareholder vote.
C Taxes. Senior has filed all federal, state, and local income
or other tax returns and reports that it is required to file
with all governmental agencies, wherever situate, and has paid
or accrued for payment all taxes as shown on such returns,
such that a failure to file, pay, or accrue will not have a
material adverse effect on Senior.
D Pending Actions. There are no material legal actions,
lawsuits, proceedings or investigations, either administrative
or judicial, pending or to the knowledge of Senior threatened,
against or affecting Senior, except as disclosed in writing to
Genesis. Senior is not in violation of any law, material
ordinance, or regulation of any kind whatever, including, but
not limited to laws, rules and regulations governing the sale
of its products, the Securities Act of 1933 (the '33 Act), the
Securities Exchange Act of 1934, as amended (the "34 Act") the
Rules and Regulations of the U.S. Securities and Exchange
Commission ("SEC"), or the Securities Laws and Regulations of
any state.
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E Governmental Regulation. Senior holds the licenses and
registrations set forth on Exhibit "A" hereto from the
jurisdictions set forth therein, which licenses and
registrations are all of the licenses and registrations
necessary to permit the Corporation to conduct its current
business. All of such licenses and registrations are in full
force and effect, and there are no proceedings, hearings, or
other actions pending that may affect the validity or
continuation of any of them. No approval of any other trade or
professional association or agency of government other than as
set forth on Exhibit "A" is required for any of the
transactions effected by this Agreement, and the completion of
the transactions contemplated by the Agreement will not, in
and of themselves, affect or jeopardize the validity or
continuation of any of them.
F Ownership of Assets. Astrom has a good, marketable title,
without any liens or encumbrances of any nature whatever, to
the Senior Shares to be transferred to Genesis.
G Corporate Records. All of Senior's books and records,
including, without limitation, its books of account, corporate
records, minute book, stock certificate books and other
records of Senior are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all
material respects since its date of incorporation.
H No Misleading Statements or Omissions. Neither the Agreement
nor any financial statement, exhibit, schedule or document
attached hereto or presented to Genesis, Xxxxxx or Global in
connection herewith, contains any materially misleading
statement, or omits any fact or statement necessary to make
the other statements or facts therein set forth not materially
misleading.
I Validity of the Agreement. All corporate and other proceedings
required to be taken by Senior in order to enter into and to
carry out the Agreement have been duly and properly taken. No
corporate or other action on the part of Senior is required in
connection with this Agreement, or the transaction
contemplated herein. The Agreement has been duly executed by
an officer of Senior, and constitutes the valid and binding
obligation of Senior, except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium,
or other laws relating to or affecting generally the
enforcement of creditors rights. The execution and delivery of
the Agreement, and the carrying out of its purposes, will not
result in the breach of any of the terms or conditions of, or
constitute a default under or violate Senior's Certificate of
Incorporation or document of undertaking, oral or written, to
which Senior is a party or is bound or may be affected, nor
will such execution, delivery and carrying out violate any
order, writ, injunction, decree, law, rule, or regulation of
any court, regulatory agency or other governmental body; and
the business now
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conducted by Senior can continue to be so conducted after
completion of the transaction contemplated hereby.
J Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein, and made a part hereof, are legal, valid,
and enforceable by Genesis, Xxxxxx, Global and Senior
according to their terms, except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium
or other laws relating to or affecting generally the
enforcement of creditors rights and that at the time of such
execution and delivery, Genesis will have acquired title in
and to the Senior Shares free and clear of all claims, liens,
and encumbrances.
K Access to Books and Records. Genesis, Xxxxxx and Global have
been granted full and free access to the books of Senior
during the course of this transaction prior to Closing.
L Senior's Financial Statements. Senior's Balance Sheet and
Profit and Loss statement for the year, attached hereto as
Exhibit "B", accurately describe Senior's financial position
as of the dates thereof, in accordance with applicable legal
and accounting requirements.
M Duties Subsequent to Closing. Subsequent to the closing of
this Agreement, Astrom or Senior shall:
1. Complete and pay for all necessary audits to
allow filing of financial statements
required by Form 8-K within sixty (60) days
of the date of the acquisition, to allow for
the required amendment of Form 8-K within 60
days of its original filing to include
required financial statements. The cost of
acquiring said financial statements shall be
the sole responsibility of Genesis, Senior
or Astrom; and
2. shall reimburse Xxxxxx, in addition to the
$100,000 being paid pursuant to Paragraph
II, for all out of pocket costs incurred by
Xxxxxx related filings made with the SEC or
any State Agency in connection with the
transactions contemplated by this Agreement,
including but not limited to filing fees for
any 14C filing, costs of giving any required
notices to shareholders of Genesis, and
filing fees related to any amendments of the
Articles of Incorporation of Genesis related
to a name change or recapitalization of
Genesis up to the amount of one thousand
dollars ($1,000); and
3. Within sixty days:
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a. assure that Senior acquires real
estate with a gross value of at
least One Million Five Hundred
Thousand Dollars ($1,500,000); and
b. Senior shall provide audited
financial statements complying with
the requirements of GAAP (U.S.),
Which financial statements reflect
ownership of the properties referred
to in "M(1)," above, for filing with
the Genesis Form 8-K.
V Warranties and Representations of Genesis. In order to induce Astrom to
enter into the Agreement and to complete the transaction contemplated
hereby, Genesis warrants and represents to Astrom that:
A Organization and Standing. Genesis is a corporation duly
organized, validly existing and in good standing under the
laws of the state of Nevada, is qualified to do business as a
foreign corporation in every other state in which it operates
to the extent required by the laws of such states, and has
full power and authority to carry on its business as now
conducted and to own and operate its assets, properties, and
business.
B No Pending Actions. Except as may be disclosed on Exhibit "C,"
there are no legal actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending or
threatened, against or affecting Genesis, or against any of
Genesis's officers or directors and arising out of their
operation of Genesis, except as set forth in its audited
financial statements as attached hereto. With respect to the
claims set forth in Exhibit "C", these claims shall be settled
and released as of the date of closing. In the event the
claims disclosed in Exhibit "C" have not been settled and
released as of the date of the closing, Global and Xxxxxx
shall each hold Genesis harmless from all liabilities, losses,
damages, costs, and expenses incurred as a result of the
claims set out in the said Exhibit "C". Genesis has been in
compliance with, and has not received notice of violation of
any law, ordinance, or regulation of any kind whatever,
including, but not limited to, the '33 Act, the '34 Act, the
Rules and Regulations of the SEC or the Securities Laws and
Regulations of any state.
C Corporate Records. All of Genesis's books and records,
including without limitation, its book of account, corporate
records, minute book, stock certificate books and other
records are up-to-date, complete, and reflect accurately and
fairly the conduct of its business in all respects since its
date of incorporation.
D No Misleading Statements or Omissions. Neither the Agreement
nor any financial statement, exhibit, schedule, or document
attached hereto or presented to Astrom in connection herewith
contains any materially misleading statement, or omits any
fact or statement necessary to make the other statements of
facts therein set forth not
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materially misleading.
E Validity of the Agreement. All corporate action and
proceedings required to be taken by Genesis in order to enter
into and to carry out the Agreement have been duly and
properly taken. The Agreement has been duly executed by
Genesis, and constitutes a valid and binding obligation of
Genesis. The execution and delivery of the Agreement and the
carrying out of its purposes will not result in the breach of
any of the terms or conditions of, or constitute a default
under or violate, Genesis's Certificate of Incorporation or
By-Laws, or any agreement, lease, mortgage, bond, indenture,
license or other document or undertaking, oral or written, to
which Genesis is a party or is bound or may be affected, nor
will such execution, delivery and carrying out violate any
order, writ, injunction, decree, law, rule or regulation of
any court regulatory agency or other governmental body.
F Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid,
and enforceable by Astrom according to their terms, and that
at the time of such execution and delivery, Astrom will have
acquired good, marketable title in and to the Genesis Shares
acquired pursuant hereto, free and clear of all liens and
encumbrances.
G Outstanding Shares of Genesis. At closing, Genesis shall have
2,247,911 issued and outstanding common shares, par value
$0.001 and 77,755 issued and outstanding preferred shares, par
value $0.001. Genesis also has an obligation to issue to
Xxxxxxx X. Xxxxxx, attorney at law, 600,000 free trading par
value $0.001 common shares pursuant to an S-8 registration
statement of the Company, for services rendered, which shares
are due to be issued the day following closing.
VI Opinion of Counsel. Genesis will provide to Astrom an opinion of
counsel in a form similar to that set forth in Exhibit "E" relating to
the current corporate status of Genesis , its ability to legally enter
this agreement and the absence of undisclosed claims.
VII Warranties and Representations of Xxxxxx and Global. In order to induce
Astrom and Genesis to enter into the Agreement and to complete the
transaction contemplated hereby, Xxxxxx and Global each warrants and
represents to Astrom and Genesis that:
A. Upon the payment by Astrom of the total amount of
$315,000 in cash to Xxxxxx and Global, that all
claims of either Xxxxxx or Global to any amounts owed
to either of them by Genesis have been fully and
totally satisfied, and Global will retain all assets
of Genesis owned prior to the closing.
X. Xxxxxx will assist in the preparation of such
documents as are necessary to
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facilitate Astrom's obtaining control of Genesis and
changing control of Genesis to Astrom and the
shareholders of Senior. It is understood that Xxxxxx
will perform no "legal services" and that a legal
review of documents prepared by Xxxxxx should be
carried out by counsel for Astrom or Senior.
X. Xxxxxx will assist in the preparation of and file for
Genesis, a Form 8-K immediately following the
acquisition of Senior by Genesis. It is understood
that Xxxxxx will perform no "legal services" and that
a legal review of documents prepared by Xxxxxx should
be carried out by counsel for Astrom or Senior.
X. Xxxxxx will assist in the preparation of and file for
Genesis, a Form 14C respecting any name change of
Genesis undertaken within Twenty days of closing. It
is understood that Xxxxxx will perform no "legal
services" and that a legal review of documents
prepared by Xxxxxx should be carried out by counsel
for Astrom or Senior.
VIII Term. All representations, warranties, covenants and agreements made
herein and in the exhibits attached hereto shall survive the execution
and delivery of the Agreement and payment pursuant thereto.
IX The Common and Preferred Shares. All of the Genesis Common and
Preferred Shares shall be validly issued, fully-paid and non-assessable
shares of Genesis Common or Preferred Stock, with full voting rights,
dividend rights, and the right to receive the proceeds of liquidation,
if any, as set forth in Genesis's Articles of Incorporation. All of the
parties agree and covenant that they will not vote their shares of
Genesis Common Stock in favor of any plan for a reverse split of the
common stock or other plan or proposal to reduce the number of shares
held by the parties hereto for a period of twelve months from the
closing of this Agreement.
X Conditions Precedent to Closing.
The obligations of Astrom under the Agreement shall be and are subject
to fulfillment, prior to or at the Closing of each of the following
conditions:
A. That Genesis, Xxxxxx and Global and their
management's representations and warranties contained
herein shall be true and correct at the time of
closing date as if such representations and
warranties were made at such time;
B. That Genesis, Xxxxxx and Global and their management
shall have performed or complied with all agreements,
terms and conditions required by the Agreement to be
performed or complied with by them prior to or at the
time
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of Closing;
XI The obligations of Genesis, Xxxxxx and Global under the Agreement shall
be and are subject to fulfillment, prior to, at the Closing or
subsequent to the Closing of each of the following conditions:
A That Astrom's representations and warranties contained herein
shall be true and correct at the time of Closing as if such
representations and warranties were made at such time; and
B That Astrom shall have performed or complied with all
agreements, terms and conditions required by the Agreement to
be performed or complied with by it prior to or at the time of
Closing.
C That Astrom and Genesis jointly and severally indemnify and
hold harmless Genesis, Xxxxxx, and Global and their present
and former officers, directors, agents and affiliates against
any claims or liabilities, including reasonable attorney's
fees and other reasonable defense costs incurred in defending
such claims or liabilities, resulting from any claims or
liabilities asserted against them as to any material
misrepresentation or omissions in the Agreement made by any
party hereto.
D That Seniors's compliance with state statutory and regulatory
requirements are legally sufficient to authorize and carry out
the terms of this Agreement.
XII Reverse Split of Shares. Astrom and Genesis specifically agree and
covenant that for a period of One (1) year from the date of closing
they will not allow a reverse-split of Genesis shares to occur.
XIII Termination. The Agreement may be terminated at any time before or; at
Closing, by:
A. The mutual agreement of the parties;
B. Any party if:
1 Any provision of the Agreement applicable to a party
shall be materially untrue or fail to be
accomplished.
2 Any legal proceeding shall have been instituted or
shall be imminently threatening to delay, restrain or
prevent the consummation of the Agreement.
Upon termination of the Agreement for any reason, in accordance with
the terms and conditions set forth in this paragraph, each said party
shall bear all costs and expenses as each party has incurred and no
party shall be liable to the other.
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XIV Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
XV Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there
are no other agreements, written or oral, nor may the Agreement be
modified except in writing and executed by all of the parties hereto.
The failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Agreement shall not be deemed a waiver
or relinquishment of such right or power at any other time or times.
XVI Closing. The closing of the transactions contemplated by the Agreement
shall take place on or before 5:00 P.M. on October 30, 2001. The
Closing shall occur at the offices of Xxxxxx Consulting Group, Inc.
located at 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 or such other
date and place as the parties hereto shall agree upon. At the Closing,
all of the documents and items referred to herein shall be exchanged.
XVII Governing Law. The Agreement has been entered into in and shall be
governed by and construed in accordance with the laws of the State of
Utah.
XVIII Enforcement of Agreement and Venue. The parties agree that any suit to
enforce the provisions of this Agreement shall be brought in the Third
Judicial District Court of Salt Lake County, State of Utah, and the
parties consent to personal jurisdiction in said court and agree that
venue for any suit to enforce the provisions of this Agreement shall be
in Salt Lake County, State of Utah.
XIX Counterparts. The Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together
shall constitute one and the same binding Agreement, with one
counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
Genesis Capital Corporation of Nevada Senior Lifestyle Communities, Inc.:
By: /s/Xxxxxxxx Xxxxx By:/s/Xxxxxxxxxxx Xxxxxx
--------------------------------- ----------------------------------
Xxxxxxxx Xxxxx, its President Xxxxxxxxxxx Xxxxxx, its President
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Xxxxxx Consulting Group, Inc. Global Universal Inc. of Delaware:
By: /s/ Xxxxxxx Xxxxxx By: /s/Xxxxxxxx Xxxxx
--------------------------------- ----------------------------------
Xxxxxxx Xxxxxx, its President Xxxxxxxx Xxxxx, its President
Page 10 of 10
EXHBIT A
Senior Lifestyle Communities, Inc.
Governmental Regulations Section IV E.
There are no license and registrations required for the conduct of its business
EXHIBIT B
Senior Lifestyle Communities, Inc.
Balance Sheet and Profit and Loss Statement Section IV L.
There are no assets and liabilities as of the date of the Stock Acquisition
Agreement
EXHIBIT C
Genesis Capital Corporation of Nevada, Inc. Pending Actions
Section V. B.
There are no pending actions except as disclosed in the attached.
Letterhead of Xxxxxx X. Xxxx
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
August 13, 2001, 2001
Sent by Delivery Confirmation
No. 0304 7990 0005 6882 2829
Genesis Capital Corporation of Nevada
Attn: Xxxxxx Xxxxxxx
00000 Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxx 00000
Re: US Benefit Trust Ownership Interest
Dear Sir:
As you may recall, I was engaged in litigation with your company. I represented
BioRolease Corp. in a matter which was concluded early last year. However,
during our discussions regarding that matter, we conferred in regard to the
claim US Benefit Trust. That Trust, created for the employees of US Staffing,
Inc., claims to own seventy-four percent (74%) of Genesis Capital Corporation.
Documents in the possession of US Benefit Trust show that Genesis Capital
Corporation was a Colorado corporation. That company issued a majority of its
outstanding common shares to US Benefit Trust, for which Genesis was fully paid.
However, Genesis failed to recognize this ownership interest. Consequently, when
Genesis Capital Corporation of Nevada and the Colorado corporation were merged,
the ownership records of the Nevada corporation were severely distorted.
A recent review of the activities and financial condition of Genesis Capital
Corporation of Nevada indicate a diminution in the value of the company. This is
lamentable. Nevertheless, US Benefit Trust wishes to pursue its claim. I have
been retained by the Trust to assist it in recovering its ownership interest.
I ask that you contact me at your earliest opportunity to discuss this matter.
Please note my new address, telephone, and fax numbers. I hope we can reach a
swift and amicable resolution of this dispute.
I request that you, for obvious reasons, consider this letter to be a demand
upon Genesis Capital Corporation of Nevada to recognize this ownership interest,
and that it issue such documentation as necessary to reflect this.
Alternatively, demand is made upon the company that US Benefit Trust be fully
and adequately compensated for its damage as a result of the activities of the
responsible parties. These damages will include attorney's fees and, if
necessary, costs of courts.
I thank you for your attention to this, and I remain
Very truly yours,
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Letterhead of Xxxxxx X. Xxxx
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
August 14, 2001
Sent by Delivery Confirmation
No. 0304 7990 0005 6882 2805
Genesis Capital Corporation of Nevada
Attn: Xxxxxx Xxxxxxx
00000 Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxx 00000
Re: Ownership Interest of Xxxxxx X. Xxx
Dear Sir:
I have been retained by Xxxxxx X. Xxx of Houston, Texas to assist him in
obtaining documentation regarding his ownership of shares of your company. He
was the legal and beneficial owner of three hundred thousand (300,000) shares of
Genesis Capital Corporation, the Colorado corporation. However, Genesis (Nevada)
has failed to recognize this ownership interest. It appears that when Genesis
Capital Corporation of Nevada and the Colorado corporation were merged, the
ownership records of the Nevada corporation were severely distorted.
A recent review of the activities and financial condition of Genesis Capital
Corporation of Nevada indicate a diminution in the value of the company.
Therefore, I ask that you contact me at your earliest opportunity to discuss
this matter. Please note my new address, telephone, and fax numbers. I hope we
can reach a swift and amicable resolution to this matter.
I request that you, for obvious reasons, consider this letter to be a demand
upon Genesis Capital Corporation of Nevada to recognize this ownership interest,
and that it issue such documentation as necessary to reflect this.
Alternatively, demand is made upon the company that Xx. Xxx be fully and
adequately compensated for his damages as a result of the activities of the
responsible parties. These damages will include attorney's fees and, if
necessary, costs of courts.
I thank you for your attention to this, and I remain
Very truly yours,
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Letterhead of Xxxxxx X. Xxxx
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
FAX LETTER
September 25, 2001
Xx. Xxxx Xxxxxxxx-Xxxxxx Faxed to: (000) 000-0000
Xxxxxx Consulting Total Number of Pages: 1
Salt Lake City, Utah
Re: Xxxxxx Xxx - Genesis Capital Corporation of Nevada
Dear Sir:
I will no longer be representing Xxxxxx Xxx in this matter. As I indicated
earlier, I no longer represent US Benefit Trust.
I look forward to opportunities to visit in the future. I wish you well in your
endeavors.
I thank you for your attention to this, and I remain
Very truly yours,
/s/Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
cc: X. Xxx
EXHIBIT D
Genesis Capital Corporation of Nevada, Inc. Release of Claims
Section III.
Genesis shall pay or otherwise resolve all liabilities disclosed on the
attached.
Genesis Capital pay off of debt
Schedule of Accounts Payable
Thru 9/30/0 Qtr 3/31/01 Qtr 6/30/01 Total
Rent - The Barn at Deer Creek 36000 9000 9000 54000
Director's Fees 18000 4500 4500 27000
Xxxxx Xxxxxxx, Xxxxxxxx Xxxxx
Mgt Fees - Global Universal 18500 4500 4500 27500
Xxxxx Xxxxx 15000 15000
Xxxxx Xxxxxx 3000 750 3750
72500 36000 18750 127250
108500 127250
EXHIBIT E
Genesis Capital Corporation of Nevada, Inc. Opinion of Counsel
Section VI.
XXXXXX XXXXXXX
ATTORNEY- AT- LAW*
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone - (000) 000-0000 Ext. 158
Facsimile - (000) 000-0000
*Admitted only in New York
October 29, 2001
Xxxxxxxxxxx Xxxxxx
0000 XX Xxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Re: Stock Acquisition Agreement and Shares to be issued pursuant thereto.
Dear Xx. Xxxxxx:
I am an attorney admitted to practice in the State of New York and have been
requested to render an opinion regarding certain representations, warranties and
covenants made to you by Genesis Capital Corporation of Nevada (the "Company")
in section VI of that certain Stock Purchase Agreement dated August 30, 2001
among Genesis Capital Corporation of Nevada, Xxxxxxxxxxx Xxxxxx, Xxxxxx
Consulting Group, Inc. and Global Universal, Inc. of Delaware (the
"Agreement.").
The Company has represented, warranted, and covenanted, in portions of section V
of the Agreement, the following:
A Organization and Standing. Genesis is a corporation duly
organized, validly existing and in good standing under the
laws of the state of Nevada, is qualified to do business as a
foreign corporation in every other state in which it operates
to the extent required by the laws of such states, and has
full power and authority to carry on its business as now
conducted and to own and operate its assets, properties, and
business.
B No Pending Actions. Except as may be disclosed on Exhibit "C,"
there are no legal actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending or
threatened, against or affecting Genesis, or against any of
Genesis's officers or directors and arising out of their
operation of Genesis, except as set forth in its audited
financial statements as attached hereto. With respect to the
claims set forth in Exhibit "C", These claims shall be
resolved as of the date of closing. In the event the claims
made in Exhibit "C" have not been totally resolved as of the
date of the closing, Global and Xxxxxx shall hold Genesis
harmless from
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all costs, expenses or damages incurred as a result of the
claims set out in the said Exhibit "C". Genesis has been in
compliance with, and has not received notice of violation of
any law, ordinance, or regulation of any kind whatever,
including, but not limited to, the '33 Act, the '34 Act, the
Rules and Regulations of the SEC or the Securities Laws and
Regulations of any state.
E Validity of the Agreement. All corporate action and
proceedings required to be taken by Genesis in order to enter
into and to carry out the Agreement have been duly and
properly taken. The Agreement has been duly executed by
Genesis, and constitutes a valid and binding obligation of
Genesis. The execution and delivery of the Agreement and the
carrying out of its purposes will not result in the breach of
any of the terms or conditions of, or constitute a default
under or violate, Genesis's Certificate of Incorporation or
By-Laws, or any agreement, lease, mortgage, bond, indenture,
license or other document or undertaking, oral or written, to
which Genesis is a party or is bound or may be affected, nor
will such execution, delivery and carrying out violate any
order, writ, injunction, decree, law, rule or regulation of
any court, regulatory agency or other governmental body.
F Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid,
and enforceable by Astrom according to their terms, and that
at the time of such execution and delivery, Astrom will have
acquired good, marketable title in and to the Genesis Shares
acquired pursuant hereto, free and clear of all liens and
encumbrances.
In connection with the preparation of this Opinion, I have examined the
following:
o The Company's Articles of Incorporation, amendments thereto and Bylaws;
o The Resolutions of the Company's Board of Directors authorizing the
signing of the Stock Acquisition Agreement and the taking of all steps
necessary to bring about the consummation thereof together with the
authorization to issue sufficient shares to consummate the Agreement;
o A certified shareholder's list showing the total issued and outstanding
shares of the Company's common and preferred shares;
o Documentation showing the Company to be in good standing in the State
of Nevada;
o Such other documents as I have deemed necessary for the purposes of
this Opinion.
Additionally, I have made such investigations as I have considered necessary and
appropriate to form a basis for this Opinion. This Opinion is qualified by the
scope of the document review specified herein and I make no representations as
to the sufficiency of my investigation for this Opinion.
The documentation and representations provided to me for this Opinion by the
Company and its duly authorized representatives, as set out above, indicate that
the Company is validly organized under the laws of the State of Nevada; the
Company's Board of Directors has authorized the execution of the Stock Purchase
Agreement dated August 30, 2001; and the number of shares to be issued pursuant
to the Stock Purchase Agreement are or will be available for issuance. As such,
I am of the opinion that:
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1. Genesis is a corporation duly organized, validly existing and in
good standing under the laws of the state of Nevada, is qualified to do business
as a foreign corporation in every other state in which it operates to the extent
required by the laws of such states, and has full power and authority to carry
on its business as now conducted and to own and operate its assets, properties,
and business;
2. Except as are disclosed on Exhibit "C" of the Stock Purchase
Agreement, there are no legal actions, lawsuits, proceedings or investigations,
either administrative or judicial, pending or threatened, against or affecting
Genesis, or against any of Genesis's officers or directors and arising out of
their operation of Genesis, except as set forth in its audited financial
statements as attached hereto. Genesis has been in compliance with, and has not
received notice of violation of any law, ordinance, or regulation of any kind
whatever, including, but not limited to, the '33 Act, the '34 Act, the Rules and
Regulations of the SEC or the Securities Laws and Regulations of any state;
3. All necessary corporate proceedings of the Company have been duly
taken to authorize the execution, delivery and performance of the Agreement by
the Company. The Agreement has been duly executed by Genesis, and constitutes a
valid and binding obligation of Genesis. The execution and delivery of the
Agreement and the carrying out of its purposes will not result in the breach of
any of the terms or conditions of, or constitute a default under or violate,
Genesis's Certificate of Incorporation or By-Laws, or any agreement, lease,
mortgage, bond, indenture, license or other document or undertaking, oral or
written, to which Genesis is a party or is bound or may be affected, nor will
such execution, delivery and carrying out violate any order, writ, injunction,
decree, law, rule or regulation of any court, regulatory agency or other
governmental body.
4. When duly executed and delivered, the Agreement and the Exhibits
hereto which are incorporated herein and made a part hereof are legal, valid,
and enforceable by Astrom according to their terms, and that at the time of such
execution and delivery, Astrom will have acquired good, marketable title in and
to the Genesis Shares acquired pursuant hereto, free and clear of all liens and
encumbrances;
5. The shares of capital stock of the Company to be issued pursuant to
the Agreement are validly authorized and when such shares have been duly
delivered therefor as contemplated by the Agreement, such shares will be validly
issued, fully paid, and nonassessable;
6. The authorized and outstanding capital stock of the Company is set
forth in Section V(G) of the Agreement; and all outstanding shares of capital
stock of the Company are validly authorized, validly issued, fully paid, and
nonassessable.
This opinion is based upon and subject to the qualifications and limitations
specified below:
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I have assumed without investigation the authenticity of any document
submitted to me as an original, the conformity to the originals of any
document submitted to me as a copy, the authenticity of the originals
of such latter documents, the genuineness of all signatures, and the
legal capacity of natural persons;
I have relied without investigation on certificates of officers, and of
employees, whom I believe are responsible, of the Company;
In rendering the opinions expressed in paragraph two, I have assumed
without investigation that (a) except for the corporation law (but not
the "blue-sky laws" or securities law) of the State of Nevada as
applicable to the Company, at the time thereof and at all times
subsequent and performance of the obligations relative thereto, the
execution, delivery, and performance of the Agreement and the other
documents relating thereto or delivered in connection therewith, the
performance of the oral agreements relating thereto, and the
consummation of the transactions contemplated by any thereof, as to the
Company or any other party thereto, did not violate, result in a breach
of, or conflict with any law, rule, regulation, order, judgment, or
decree, in each case whether then or subsequently in effect; (b) at the
time thereof and at all times subsequent thereto, the persons
authorizing each execution, delivery, performance, and transaction for
the Company or for any such other party did not violate any fiduciary
or other duty owed by them; (c) no event has taken place subsequent to
any such execution, delivery, performance, or transaction or will take
place which would cause any such execution, delivery, performance, or
transaction not to comply with any such law, rule, regulation, order,
judgment, decree, or duty, or which would permit the Company or any
such other party at any time thereafter to cancel, rescind, or
otherwise avoid any such execution, delivery, performance, transaction,
document, or oral agreement; (d) there was no misrepresentation,
omission, or deceit by the Company, any such other party, or any other
person or entity in connection with any such execution, delivery,
performance, or transaction; (e) the necessary corporate proceedings
are governed by the laws of the State of Nevada without giving effect
to conflict of laws and (f) at the time thereof and at all times
subsequent thereto, such execution, delivery, performance, and
transactions by the Company and any other party thereto, did not, does
not now, and will not violate, result in a breach of, conflict with, or
(with or without the giving of notice or the passage of time or both)
entitle any party to terminate or call a default under any term of any
contract, agreement, instrument, lease, license, arrangement, or
understanding to which the Company or any such other party is or
becomes a party or to which any of them or any of their respective
properties, assets, or security holders are or will be subject.
In rendering this opinion I have assumed that all signatures are
genuine, that all documents submitted to me as copies conform
substantially to the originals, that all documents have been duly
executed on or as of the date represented on the documents, that
execution and delivery of the documents was duly authorized on the part
of the parties, that all documents are legal, valid and binding on the
parties and that all corporate records are complete.
I am admitted to practice law in the State of New York. I am not
admitted to practice law in the State of Nevada or in any other
jurisdiction where the Company may own property or transact business.
This opinion is with respect to federal law only and I have not
consulted legal counsel from any other jurisdiction for the purpose of
the opinion contained herein. I expressly except from this opinion any
opinion as to whether or to what extent a Nevada court or any other
court
Page 4 of 5
would apply Nevada law, or the law of any other state or jurisdiction,
to any particular aspect of the facts, circumstance and transactions
that are the subject of this opinion.
This opinion is strictly limited to the parameters contained and referenced
herein and is valid only as to the signature date with respect to the same. I
assume no responsibility to advise you of any subsequent changes or developments
which might affect any aspect to this opinion.
Further, this opinion is limited to the Company complying with the pertinent
provisions of the Securities Act of 1933.
This opinion may not be used, relied upon, circulated, quoted or otherwise
referenced in whole or in part for any purpose by any person or entity other
than the addressee without my express written consent.
Sincerely,
/s/Xxxxxx Xxxxxxx
----------------------
Xxxxxx Xxxxxxx
Attorney at Law
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