UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Genesis Capital Corporation of Nevada
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
37183K 10 6
(CUSIP Number)
Patrick A. Reardon
Attorney-at-Law
201 Main Street, Suite 585
Fort Worth, Texas 76102
(817) 348-8801
(Name, Address and Telephone Number of person authorized to receive notices and
communications)
March 19, 1999
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 18
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 2 of 18
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NO. OF ABOVE PERSON
Global Universal, Inc., of Delaware
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( )
(B) ( )
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (X)
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 543,688
OWNED BY
EACH REPORTING
PERSON WITH -----------------------------------------------------
9) SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------
10) SHARED DISPOSITIVE POWER 543,688
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 543,688
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 3 of 18
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NO. OF ABOVE PERSON
Welborn II Family Trust, Reginald L. Davis, Trustee
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A)( )
(B)( )
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER 60,076
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 543,688
OWNED BY
EACH REPORTING
PERSON WITH -----------------------------------------------------
9) SOLE DISPOSITIVE POWER 60,076
-----------------------------------------------------
10) SHARED DISPOSITIVE POWER 543,688
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 603,764
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 4 of 18
Item 1. Security and Issuer
This schedule relates to common stock, par value $0.001 per share
("Common Stock"), of Genesis Capital Corporation of Nevada. Genesis Capital
Corporation of Nevada ("Genesis") is a Nevada corporation with principal offices
at 11701 South Freeway, Burleson, Texas 76028.
Item 2. Identity and Background
(a) This schedule is filed by Global Universal, Inc. of Delaware ("Global"),
which is incorporated in the state of Delaware and by Reginald L. Davis, a
United States citizen residing in Mexico City, Mexico, in his capacity as
Trustee (the "Trustee") of the Welborn II Family Trust (the "Trust").
(b) The business address for Global Universal, Inc. of Delaware is 11701 South
Freeway, Burleson, Texas 76028; the business address for the Trustee is
Cincinnati No. 81-504, Col. Noel e Buena, 03720, Mexico D.F., Mexico.
(c) The principal business of Global is providing financial and business
consulting services; the principal business of Mr. Davis is practicing law
in Mexico City, Mexico.
(d) Neither Global nor Mr. Davis have been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) during the last
five years.
(e) During the last five (5) years, neither Global nor Mr. Davis have been a
party to a civil proceeding which has resulted in a judgment, decree or
final order enjoining future violations of or prohibiting or mandating any
activities subject to state or federal securities laws or finding a
violation of such laws.
(f) Global is a Delaware corporation; Mr. Davis is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The largest portion of the shares that are the impetus for filing this
schedule were issued to Global Universal, Inc. for consulting services pursuant
to a Consulting Agreement dated March 19, 1999, which is attached as an exhibit.
Pursuant to this Agreement, Global Universal agreed to provide services to
Genesis. On or about March 19, 1999, Global completed the steps necessary to
receive 475,000 shares of the Common Stock under this agreement. After
additional consulting and further negotiations relating to a proposed
merger/acquisition attempt, Global acquired an additional 67,500 shares of
Common Stock pursuant to the Consulting Agreement on or about September 28,
1999.
Mr. Davis, personally and not in his capacity as Trustee, holds 60,076
shares of Common Stock that were issued to him as consideration for agreeing to
serve as a director of Genesis.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 5 of 18
Item 4. Purpose of Transaction
Under the terms of the Consulting Agreement, Global agreed to
(1) assist the Company in evaluating and effecting a merger and/or
acquisition;
(2) provide general financial advice to corporate management;
(3) provide general administrative duties; and
(4) assist in the acquisition of various assets.
These services have been provided by Ronald W. Welborn, 11701 South Freeway,
Burleson, Texas 76028. Mr. Welborn is the settlor of the Trust, but he does not
have the power to revoke the trust, and he is not a trustee. On June 6, 1996,
judgment was entered against Mr. Welborn in the U. S. District Court for the
Northern District of Texas, Fort Worth Division, for a violation of 18 U.S.C.
Section 1341 (mail fraud). Mr. Welborn was placed on probation for five (5)
years and ordered to pay restitution of $10,993.
Reginald L. Davis is the President and a director of Genesis.
Aside from the services to be provided under the Consulting Agreement,
neither Global nor the Trustee contemplate any activities of the type described
in subparts (a)-(j) of the instructions to Item 4.
Neither Global nor the Trustee have any current plans to purchase
additional shares or to dispose of any of their currently owned shares of
Genesis, although additional shares may be purchased or shares sold from time to
time depending on investment opportunities or conditions.
Item 5. Interest in Securities of the Issuer
(a) Global is the beneficial owner of 543,688 shares of Common Stock, which are
26.3% of the outstanding shares of Common Stock. Global is the record holder of
542,500 shares of Genesis Common Stock, while two (2) controlled corporations
hold a total of 1,188 shares of that stock. Mr. Davis personally is the holder
of 60,076 shares of Genesis Common Stock that were acquired on February 10, 1998
(76 shares) and April 2, 1999 (60,000 shares). The Trustee is the beneficial
owner of 603,764 shares of Genesis Common Stock (including 60,076 shares held by
him personally). This is 29.2% of the outstanding shares of Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 6 of 18
(b) The Trustee is the holder of seventy-five percent (75%) of the outstanding
capital stock of Global. By reason of this ownership of Global, the Trustee may
be deemed to share with Global the power to vote or to dispose of the 543,688
shares of the Common Stock beneficially owned by Global.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed in Item 4.
(d) None.
(e) N/A.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
As noted in Item 5(b), the Trustee is holder of seventy-five percent
(75.0%) of the outstanding capital stock of Global. He is also the president and
a director of Global.
Item 7. Material to Be Filed as Exhibits
Attached as Exhibit A is a copy of the Consulting Agreement between
Global Universal, Inc. and Genesis, dated March 19, 1999.
Information Required by General Instruction C
The executive officers and directors of Global are Reginald L. Davis
and Jerry A. Conditt. Mr. Davis is the President of Global and a director. The
information about Mr. Davis required under General Instruction C is provided
above. Mr. Conditt is the Vice President, Secretary and Treasurer of Global. He
is also a director.
The following information is furnished with respect to Mr. Conditt for
the Items of Schedule 13D indicated:
Item 2
(a) Jerry Allen Conditt
(b) P.O. Box 1493, Fort Worth, Texas 76101
(c) Car Dealer
(d) None
(e) None
(f) U.S.A.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 7 of 18
Items 3 and 4
No additional disclosure required.
Item 5
(a) Mr. Conditt holds 35,051 shares of the Common Stock of Genesis
(b) Mr. Conditt has sole power to vote and to sell the shares held by
him.
(c) None
(d) N/A
(e) N/A
Item 6
No additional disclosures required.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 8 of 18
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 10, 2000 GLOBAL UNIVERSAL INC. OF DELAWARE
By: s/ Reginald L. Davis
-------------------------------
Reginald L. Davis, President
s/Reginald L. Davis
-------------------------------
Reginald L. Davis, Trustee of
the Welborn II Family Trust
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement issigned
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 9 of 18
EXHIBIT A
---------
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ( "Agreement") is made effective this 19th
day of March 1999, by and between Global Universal, Inc., a Nevada corporation
("Consultant") and Genesis Capital Corporation of Nevada, a Nevada corporation
(the "Company").
WHEREAS, Consultant and Consultant's personnel are in the business of
assisting development stage companies through locating, evaluating, and
effecting mergers and acquisitions;
WHEREAS, Consultant also provides general financial advice to corporate
management and performs general administrative duties for publicly-held
companies; and
WHEREAS, the Company desires to retain Consultant to advise and assist
it, on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Consultant agree as follows:
1. Engagement
The Company hereby retains Consultant, effective the date hereof and
continuing until termination, as provided herein, to (1) assist the
Company in locating evaluating, and effecting a merger and/or
acquisition; (2) provide general financial advice to corporate
management; (3) provide general administrative duties and (4) assist in
the acquisition of various assets (collectively termed the Services).
The Services are to be provided on a best efforts basis directly and
through Consultant's employees or others employed or retained and under
the direction of Consultant (Consultant's Personnel); provided,
however, that the Services are expressly agreed to exclude all legal
advice, accounting services or other services which require licenses or
certification.
2. Term
This Agreement shall have an initial term of one (1) year (the "Primary
Term"), with an effective date retroactive to the date services were
first performed by Consultant, which was on or about September 1, 1998,
and may be renewed at the Company's option by written notice of
renewal.
3. Time and Effort of Consultant
Consultant shall allocate time and Consultant's personnel as it deems
necessary to provide the Services. The particular amount of time may
vary from day to day or week to week. Consultant has provided a
statement identifying, in general, the tasks it has performed from
September 1, 1998 to March 19, 1999. The Company has reviewed this
statement and believes the time and effort expended by Consultant to be
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 10 of 18
reasonable for the tasks it has completed. Consultant will continue to
provide billing statements on a monthly basis or within (7) days of the
Company's request. These billing statements shall be conclusive
evidence that the Services have been performed. Additionally, in the
absence of willful misfeasance, bad faith, or reckless disregard for
the obligations or duties hereunder by Consultant, neither Consultant
nor Consultant's personnel shall be liable to the Company or any of its
shareholders for any act or omission in the course of or connected with
rendering the Services, including but not limited to losses that may be
sustained in any corporate act in any subsequent Asset Opportunity or
Business Opportunity (as defined herein) undertaken by the Company as a
result of advice provided by Consultant or Consultant's personnel.
4. Compensation
The Company agrees to pay Consultant a fee for the Services it has
provided from September 1, 1998 to March 19, 1999 (the Initial Fee) in
the following manner: by issuing Four Hundred Seventy-Five Thousand
(475,000) shares of the Company's common stock issued pursuant to Rule
504 of Regulation D of the Securities Act of 1933 (the '33 Act).
5. Compensation for Other Services
If the Company after the date hereof enters into a merger or
acquisition, or enters into an agreement for the purchase of assets, as
a direct or indirect result of Consultant's efforts, the Company agrees
to pay Consultant a fee in the manner described below.
If Consultant provides any material assistance to the Company in a
merger, acquisition or asset purchase of an entity (Business
Opportunity), which assistance includes (but is not limited to)
introducing the Business Opportunity to the Company or helping to
prepare documents used in negotiating such Business Opportunity,
Consultant shall be paid the following amounts (M&A Fee): $67,000 in
cash; and a promissory note in the amount of $133,000 (attached as
Exhibit A), secured by Eight Hundred Thirty Thousand (830,000) shares
of the Company's common stock issued pursuant to Rule 504 of Regulation
D of the `33 Act. The $67,000 in cash, the $133,000 promissory note,
and the Eight Hundred Thirty Thousand (830,000) shares securing such
promissory note shall be delivered to Consultant on the date the
Company signs a Merger, Acquisition or Asset Purchase Agreement. For
purposes of determining Consultant's M&A Fee, the Company's shares
shall be valued at $.10 per share.
If the Company acquires any asset or obtains any payment or other
benefit, other than a Business Opportunity described above, as a result
of Consultant's Services (an Asset Opportunity), the Company agrees to
pay Consultant 10% of the gross value of such Asset Opportunity. The
Company will pay Consultant in cash, shares of the Company or in like
kind for each Asset Opportunity the Company acquires as a result of
Consultant's efforts (Consultant's Fee). Such payment shall be made on
the date the Company substantially completes the transaction involved
with such Asset Opportunity.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 11 of 18
The Initial Fee, Consultant's Fee, M&A Fee and any other shares issued
pursuant to this Agreement are in addition to any preferred shares paid
to Consultant for services rendered.
6. Registration of Shares
Consultant agrees to accept the above-described shares as compensation,
based on exemptions from registration provided by Section 4(2) of the
`1/4 1/4 Act, Regulation D of the '1/4 1/4 Act, and applicable state
securities laws. The Company shall have no obligation to register
Consultant's shares.
7. Costs and Expenses
All third-party and out-of-pocket expenses incurred by Consultant in
the performance of the Services shall be paid by the Company, or shall
be reimbursed if paid by Consultant on behalf of the Company, within
ten (10) days of receipt of written notice by Consultant, provided that
the Company must approve in advance all such expenses in excess of $500
per month.
8. Place of Services
The Services provided by Consultant or Consultant's Personnel will be
performed at Consultant's offices except as otherwise mutually agreed
in writing by Consultant and the Company.
9. Independent Contractor
Consultant and Consultant's Personnel will act as independent
contractors in the performance of any duties under this Agreement.
Accordingly, Consultant will be responsible for paying all federal,
state, and local taxes on compensation paid under this Agreement,
including income and social security taxes, unemployment insurance, and
any other taxes due relative to Consultant's Personnel, and any and all
business license fees as may be required. This Agreement neither
expressly nor impliedly creates a relationship of principal and agent,
or employer and employee, between the Company and Consultant's
Personnel. Neither Consultant nor Consultant's Personnel are authorized
to enter into any agreements on behalf of the Company. The Company
expressly retains the right to approve, in its sole discretion, each
Asset Opportunity or Business Opportunity introduced by Consultant, and
to make all final decisions with respect to all transactions on any
Asset Opportunity or Business Opportunity.
10. Rejected Asset Opportunity or Business Opportunity
If, during the term of this Agreement, the Company makes a written
election not to proceed to acquire, participate or invest in any Asset
Opportunity or Business Opportunity identified and/or selected by
Consultant, notwithstanding the time and expense the Company may have
incurred reviewing such transaction, such Asset Opportunity or Business
Opportunity shall re-vest back to and become proprietary to Consultant.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 12 of 18
Consultant shall be entitled to acquire or broker the sale or
investment in such rejected Asset Opportunity or Business Opportunity
for its own account, or submit such Asset Opportunity or Business
Opportunity elsewhere. In such event, Consultant shall be entitled to
any and all profits or fees resulting from Consultant's purchase,
referral or placement of any such rejected Asset Opportunity or
Business Opportunity, or from the Company's subsequent purchase or
financing with such Asset Opportunity or Business Opportunity in
circumvention of Consultant's reasonable expectation to be paid.
11. No Agency Express or Implied
This Agreement creates neither a principal-agent nor an
employer-employee relationship, either express or implied, between the
Company and either Consultant or Consultant's Personnel.
12. Termination
The Company and Consultant may terminate this Agreement before the
Primary Term expires, on thirty (30) days written notice, with mutual
written consent. Absent mutual consent, and without prejudice to any
other remedy to which the terminating party may be entitled, either
party may terminate this Agreement with thirty (30) days written notice
under the following conditions:
(A) By the Company.
--------------
(i) If during the Primary Term of this Agreement,
Consultant is unable to provide the Services as set
forth herein for thirty (30) consecutive business
days because of illness, accident, or other
incapacity of Consultant's personnel; or,
(ii) If Consultant willfully breaches or grossly neglects
the duties required to be performed hereunder; or,
(B) By Consultant.
-------------
(i) If the Company breaches this Agreement or fails to
make any payment or provide any information required
hereunder; or
(ii) If the Company ceases business or, other than in a
merger arranged by Consultant, sells a controlling
interest to a third party, or agrees to a
consolidation or merger of itself with or into
another corporation, or enters into such a
transaction outside of the scope of this Agreement,
or sells substantially all of its assets to another
corporation, entity or individual outside the scope
of this Agreement; or
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 13 of 18
(iii) If the Company has a receiver appointed for its
business or assets, or otherwise becomes insolvent or
unable to timely satisfy its obligations in the
ordinary course of business, including but not
limited to the obligation to pay the Initial Fee, the
M&A Fee, or the Consultant's Fee; or
(iv) If the Company institutes or has instituted against
it any bankruptcy proceeding, files a petition in a
court of bankruptcy, is adjudicated a bankrupt, or
makes a general assignment for the benefit of
creditors; or
(v) If any disclosure made by the Company, either herein
or subsequent hereto, is materially false or
misleading.
If Consultant terminates this Agreement without relying on one of the
conditions listed in B(i) through (v) above, or if this Agreement is
terminated by mutual written agreement before the Primary Term expires,
or if the Company terminates this Agreement for the reasons set forth
in A(i) and (ii) above, the Company shall only pay Consultant for
unreimbursed expenses and for any M&A Fee and/or Consultant's Fee
accrued up to and including the effective date of termination. If this
Agreement is terminated by the Company for any other reason, or by
Consultant for the reasons set forth in B(i) through (v) above, the
Company shall pay Consultant for unreimbursed expenses, for any M&A Fee
accrued up to and including the effective date of termination, and for
the balance of the Consultant's Fee for the remainder of the unexpired
term of this Agreement.
13. Indemnification
Subject to the provisions herein, the Company and Consultant agree to
indemnify and defend each other, and hold each other harmless, from and
against all demands, claims, actions, losses, damages, liabilities,
costs and expenses, including without limitation interest, penalties,
attorneys' fees and expenses, asserted against, imposed on, or incurred
by either party by reason of or resulting from any action of, or the
breach of any representation, warranty, covenant, condition, or
agreement of, the other party to this Agreement.
14. Remedies
Consultant and the Company acknowledge that in the event of a breach of
this Agreement by either party, money damages would be inadequate, and
the non-breaching party would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance.
Such remedy, however, shall be cumulative and non-exclusive and shall
be in addition to any other remedy to which the parties may be
entitled.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 14 of 18
15. Miscellaneous
(A) Subsequent Events. Consultant and the Company each agree to
notify the other party if, subsequent to the date of this
Agreement, either party incurs obligations which could
compromise its efforts and obligations under this Agreement.
(B) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing
executed by the parties hereto.
(C) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take
actions and to execute and deliver documents as may be
reasonably necessary to effectuate the purposes of this
Agreement.
(D) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed. The failure of any party to this Agreement
to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such
provision or a waiver of the right of such party thereafter to
enforce each and every such provision. No waiver of any breach
of or non-compliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or non-compliance.
(E) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written
consent of the other.
(F) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United
States mails for transmittal by certified or registered mail,
postage prepaid, when deposited with a public telegraph
company for transmittal, or when sent by facsimile
transmission, provided that the communication is addressed:
(i) In the case of the Company:
Genesis Capital Corporation of Nevada
11701 South Freeway
Burleson, Texas 76028
Telephone: (817) 293-9334
Facsimile: (817) 293-9336
(ii) In the case of Consultant:
Global Universal, Inc.
P.O. Box 6653
Fort Worth, Texas 76115
Telephone: (817) 293-9334
Facsimile: (817) 293-9336
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 15 of 18
or to such other person or address designated in writing by
the Company or Consultant to receive notice.
(G) Headings. The headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning
or interpretation of this Agreement.
(H) Governing Law. This Agreement was negotiated and is being
contracted for in the United States of America, State of
Nevada, and shall be governed by the laws of the State of
Nevada, and the United States of America, notwithstanding any
conflict-of-law provision to the contrary.
(I) Binding Effect. This Agreement shall be binding on the parties
hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(J) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express
or implied, other than as set forth herein, have been made by
any party.
(K) Severability. If any part of this Agreement is deemed to be
void, illegal, or unenforceable, the balance of the Agreement
shall remain in full force and effect.
(L) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument, by one or more parties hereto, and such executed
copy may be delivered by facsimile or similar instantaneous
electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen. In this event, such
execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this
Agreement as well as any facsimile, telecopy or other
reproduction hereof.
(M) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 16 of 18
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date above written.
"Consultant"
Global Universal, Inc.
a Nevada corporation
By:
----------------------------------
Name: Ronald Welborn
Title: President
The Company"
Genesis Capital Corporation of Nevada
a Nevada corporation
By:
----------------------------------
Name: Reginald Davis
Title: President
<PAGE>
SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 17 of 18
Exhibit A to the Consulting Agreement
Recourse
$133,000 Dated: March 19, 1999
SECURED PROMISSORY NOTE
FOR VALUE RECEIVED, Genesis Capital Corporation of Nevada ("Maker")
promises to pay to Global Universal, Inc. ("Holder"), or to order, the principal
sum of One Hundred Thirty-Three Thousand dollars ($133,000).
1. Payments. The principal amount shall be paid in full WITHIN THREE
(3) DAYS of the written demand of Holder upon the Maker, but in any event
the principal amount shall be paid in full no later than June 1, 1999.
2. Interest. The obligation shall bear simple interest at the rate
of 12% per annum, commencing on the date this Note is made, and shall be paid in
full on the date(s) of payment identified in Paragraph 1 above, provided,
however, that the obligation shall bear interest at the rate of 24% per annum on
the occurrence of a default as set forth in Section 5 below.
3. Type and Place of Payments. Payments of principal and interest
shall be made in lawful money of the United States of America to the above-named
Holder at P.O. Box 6653, Fort Worth, Texas 76115, or to order.
4. Prepayment. Advance payment or payments may be made on the
principal, without penalty or forfeiture. There shall be no penalty for any
prepayment.
5. Default. Upon the occurrence or during the continuance of any one
or more of the events listed below, Holder or the holder of this Note may
forthwith or at any time thereafter during the continuance of any such event, by
notice in writing to the Maker, declare the unpaid balance of the principal of
this Note to be immediately due and payable, and the principal shall become and
shall be immediately due and payable without presentation, demand, protest,
notice of protest, or other notice of dishonor, all of which are hereby
expressly waived by Maker, with full knowledge of the effect of such waiver. The
events deemed as defaults shall include without limitation the following:
(a) Maker's failure to pay the principal and interest of this
Note or any portion thereof when the same shall become due and payable
(whether at maturity as herein expressed, by acceleration, or
otherwise) unless cured within five (5) days after Holder or the holder
of this Note delivers to Maker written notice of default;
(b) Maker's filing a voluntary petition in bankruptcy; or
filing a voluntary petition seeking reorganization; or filing an answer
admitting the jurisdiction of the court and any material allegations of
an involuntary petition filed pursuant to any act of Congress relating
to bankruptcy or to any act purporting to be amendatory thereof; or
making an assignment for the benefit of its creditors; or applying for
or consenting to the appointment of any receiver or trustee for Maker
or all or any substantial portion of its property; or assigning an
agent to liquidate any substantial part of Maker's assets;
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SCHEDULE 13D
CUSIP No. 37183K 10 6 Page 18 of 18
(c) The entry of (i) any court order pursuant to any act of
Congress (or amendment thereof) relating to Maker's bankruptcy or
reorganization; or (ii) any court order approving an involuntary
petition for the bankruptcy or reorganization of the Maker; or (iii)
any court order appointing any receiver or trustee of or for Maker or
for all or any substantial portion of the Maker's property; or (iv) any
writ or warrant of attachment or any similar process issued by any
court against all or any substantial portion of the Maker's property
(unless such court orders, writs, or warrants as identified in
subpoints (i) to (iv) of this paragraph are vacated or stayed or
released or bonded within 60 days after their entry).
6. Attorneys' Fees & Construction. If either party hereto seeks to
enforce any portion of this Note through litigation or arbitration, then the
prevailing party shall be entitled to recover reasonable attorney's fees, costs,
and interest at the maximum legal rate. The parties agree that the
interpretation of any provision in this Agreement shall be governed by the laws
of the State of Texas. The parties further acknowledge that the terms of this
Note were negotiated with the Holder in the State of Texas, that the place of
contracting was in the State of Texas, and that the place for performing this
note is in the State of Texas. Accordingly, the parties irrevocably consent to
the jurisdiction of the United States District Court for the Northern District
of Texas and agree to bring any action solely in that Court. The parties
expressly waive the operation of any court ruling, statute, or other provision
that would allow or require suit to be brought in any other jurisdiction, with
full knowledge of the effect of such waiver.
7. Security. This Note is secured by the Maker's pledge of Eight
Hundred Thirty Thousand (830,000) shares of the common stock of Genesis Capital
Corporation of Nevada, issued pursuant to Rule 504 of Regulation D under the
Securities Act of 1933 and issued in the name of the Holder. The shares shall be
held by the Holder pursuant to the Security Agreement between the Maker and the
Holder dated March 19, 1999. Any default, or any failure to make payment in full
by the due date(s) described herein, will result in the immediate and
irrevocable delivery of the above identified stock to the Holder.
By
Name: Reginald L. Davis
Title: President
