EX-2.1 3 shareexchpln.txt AGREEMENT AND PLAN OF SHARE EXCHANGE This Agreement and Plan of Share Exchange, dated April 12, 2002, by and between PR Specialists, Inc., a Delaware corporation with its principal offices located at 6041 Pomegranate Lane Woodland Hills, California 91367 ("Buyer") and Servitrust Corp., a Florida corporation with its principal offices located at 335 North State Road 7, Margate, Florida 33068 ("Seller"); and the shareholders whose signatures appear on the Counterpart Signature Pages of this Agreement (the "Shareholders", and each of those persons individually, a "Shareholder"). RECITALS WHEREAS, the parties desire that Buyer acquire all of the outstanding capital stock of Seller in exchange for securities of Buyer (the "Share Exchange"), all as more particularly set forth herein; and WHEREAS, the boards of directors of the parties to this Agreement have determined that the proposed transaction is advisable and for the general welfare and advantage of their respective corporations and shareholders and have recommended to their respective shareholders that the proposed transaction be consummated; and WHEREAS, the Share Exchange shall be consummated pursuant to and in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, the parties agree as follows: SECTION 1. Plan of Share Exchange. ----------------------- 1.1 The Plan of Share Exchange, Exhibit A, is incorporated by reference. SECTION 2. Closing/Rule 14f-1 Compliance. ------------------------------ 2.1 Closing. Closing shall take place at 335 North State Road -------- 7, Margate, Florida 33068, at 10:00 A.M. on April 22, 2002 (the "Closing" or "Closing Date"), or at another time, date, and place mutually agreed to by the parties, but no later than April 30, 2002 ("Drop Dead Date"). Closing shall be consummated by the execution and acknowledgment by Buyer and Seller of Articles of Share Exchange in accordance with F.S. Chapter 607 and other applicable law. The Articles of Share Exchange executed and acknowledged shall be delivered for filing to the Secretary of State as promptly as possible after the consummation of the closing. The Articles of Share Exchange shall specify the effective date and time of the Share Exchange. 2.2 Rule 14f-1 Compliance. Rule 14f-1 promulgated under the ---------------------- Securities and Exchange Act of 1934, as amended (the "Exchange Act") apply to the transactions contemplated by this Agreement such that Buyer has an obligation to file certain information, as provided in Rule 14f-1, to the Securities Exchange Commission (the "SEC") and the 1 Exhibit 2.1 historic shareholders of Buyer not less than 10 days prior to the date of such change in control of the Company's board of directors. SECTION 3. Representations and Warranties of Seller and Shareholders. ---------------------------------------------------------- 3.1 Seller's Representations and Warranties. As of the Closing ---------------------------------------- Date, Seller represents and warrants to Buyer as follows: 3.1.1 Capital Structure. The capitalization of Seller ------------------ consists of 1,000 shares of common stock, $1.00 par value, of which 1,000 shares are issued and outstanding. All of the issued and outstanding capital stock of Seller has been duly authorized and validly issued, and is fully paid and nonassessable, free of preemptive rights, and not subject to any restriction on transfer under the Articles of Incorporation of Seller or any agreement to which Seller is a party or of which Seller has been given notice. There are no outstanding subscriptions, options, warrants, convertible securities, rights, agreements, understandings, or commitments of any kind relating to the subscription, issuance, repurchase, or purchase of capital stock or other securities of Seller, or obligating Seller to transfer any additional shares of its capital stock of any class or any other securities. 3.1.2 Ownership of the Shares. The shares of Buyer's common ------------------------ stock ("Common Stock") being issued to Seller's shareholders at the Closing are duly authorized and will be validly issued, fully paid, and nonassessable on their issuance. The persons receiving these securities at the Closing will acquire good, valid, and indefeasible title, free and clear of any interests, security interests, claims, liens, pledges, options, penalties, charges, other encumbrances, buy-sell agreements, or rights of any party whatsoever. 3.1.3 Organization and Good Standing. ------------------------------- Seller is duly qualified as a Florida corporation and is in good standing in any jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification. A true and complete copy of the Articles of Incorporation of Seller, each as amended to this date, has been delivered or made available to Buyer. The minute books of Seller are current as required by law, contain the minutes of all meetings of the incorporators, Board of Directors, committees of the Board of Directors, and shareholders from the date of incorporation to this date, and adequately reflect all material actions taken by the incorporators, Board of Directors, committees of the Board of Directors, and shareholders of Seller. Seller has no subsidiaries. 3.1.4 Authorization; Validity. The execution, delivery, and ------------------------ performance of this Agreement by Seller has been duly and validly authorized by all requisite corporate action. This Agreement has been duly and validly executed and delivered by Seller, and is the legal, valid, and binding obligation of Seller, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies. 2 Exhibit 2.1 3.1.5 Consents. Except (i) for the filing of the Articles --------- of Share Exchange, if any, with the applicable governmental authorities; and (ii) as may be required by the applicable federal and state securities laws, other than is set forth herein, no approval, consent, waiver, or authorization of or filing or registration with any governmental authority or third party is required for the execution, delivery, or performance by Seller of the transactions contemplated by this Agreement. 3.1.6 Litigation. Other than is set forth herein, no ----------- litigation is pending or to the knowledge of Seller, threatened, to which Seller is or may become a party. 3.1.7 Violations. The execution, delivery, or performance of ----------- this Agreement does not and will not (i) with or without the giving of notice or the passage of time, or both, constitute a default under, result in breach of, result in the termination of, result in the acceleration of performance of, require any consent, approval, or waiver, or result in the imposition of any lien or other encumbrance on any property or assets of Seller under, any agreement, lease, or other instrument to which Seller is a party or by which any of the property or assets of Seller are bound; (ii) violate any permit, license, or approval required by Seller to own its assets and operate its business; (iii) violate any law, statute, or regulation or any judgment, order, ruling, or other decision of any governmental authority, court, or arbitrator; or (iv) violate any provision of Seller's Articles of Incorporation or Bylaws. 3.1.8 Broker and Finder Fees. No liability to any Broker or ----------------------- Finder or Agent for any brokerage fees, finder's fees or commissions with respect to the Share Exchange shall be incurred by Seller. 3.2 Shareholders' Representations and Warranties. As of the --------------------------------------------- Closing Date, each Shareholder individually represents and warrants to Buyer with respect to itself and its shares of stock of Seller as follows: 3.2.1 Shareholder of Seller. The Shareholder is the sole ---------------------- record and beneficial holder of all issued and outstanding shares of capital stock of Seller, as described below, and the Shareholder owns such shares free and clear of all liens, restrictions and claims of any kind. 3.2.2 Authorization; Validity. This Agreement has been duly ------------------------ and validly executed and delivered by the Shareholder, and is the legal, valid, and binding obligation of the Shareholder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies. 3.2.3 Consents. No approval, consent, waiver, or --------- authorization of or filing or registration with any governmental authority or third party is required for the execution, delivery, or performance by the Shareholder of the transactions contemplated by this Agreement. 3.2.4 Violations. The execution, delivery, or performance of ----------- this Agreement does not and will not (i) with or without the giving of notice or the passage of time, or both, constitute a default, result 3 Exhibit 2.1 in breach of, result in the termination of, result in the acceleration of performance of, require any consent, approval, or waiver, or result in the imposition of any lien or other encumbrance upon any property or assets of the Shareholder, under any agreement, lease, or other instrument to which such Shareholder is a party or by which any of the property or assets of such Shareholder is bound; or (ii) violate any law, statute, or regulation or any judgment, order, ruling, or other decision of any governmental authority, court, or arbitrator. 3.3 Survival of Representations and Warranties. Each of the ------------------------------------------- representations and warranties in Sections 3.1 and 3.2 shall survive the Closing until the expiration of all applicable statute of limitations periods. SECTION 4. Representations and Warranties of Buyer. ---------------------------------------- 4.1 Buyer's Representations and Warranties. As of the Closing --------------------------------------- Date, Buyer represents and warrants to Seller as follows: 4.1.1 Capital Structure. The capitalization of Buyer ------------------ consists of (i) 20,000,000 shares of Common Stock, $0.001 par value, of which 5,434,000 shares are issued and outstanding; and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value, none of which are issued and outstanding. All of the issued and outstanding capital stock of Buyer has been duly authorized and validly issued, and is fully paid and nonassessable, free of preemptive rights, and not subject to any restriction on transfer under the Articles of Incorporation or Bylaws of Buyer or any agreement to which Buyer is a party or of which Buyer has been given notice. There are no outstanding subscriptions, options, warrants, convertible securities, rights, agreements, understandings, or commitments of any kind relating to the subscription, issuance, repurchase, or purchase of capital stock or other securities of Buyer, or obligating Buyer to transfer any additional shares of its capital stock of any class or any other securities. 4.1.2 Organization and Good Standing. ------------------------------- Buyer is duly qualified as a Delaware corporation and is in good standing in any jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification. A true and complete copy of the Certificate of Incorporation and Bylaws of Buyer, each as amended to this date, has been delivered or made available to Seller. The minute books of Buyer are current as required by law, contain the minutes of all meetings of the incorporators, Board of Directors, committees of the Board of Directors, and shareholders from the date of incorporation to this date, and adequately reflect all material actions taken by the incorporators, Board of Directors, committees of the Board of Directors, and shareholders of Buyer. Buyer has no subsidiaries. 4.1.3 Authorization; Validity. The execution, delivery, and ------------------------ performance of this Agreement by Buyer has been duly and validly authorized by all requisite corporate action. This Agreement has been duly and validly executed and delivered by Buyer, and is the legal, valid, and binding obligation of Buyer, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, 4 Exhibit 2.1 reorganization, and other laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies. 4.1.4 Consents. Except (i) for the filing of the Articles of --------- Share Exchange, if any, with the applicable governmental authorities; and (ii) as may be required by the applicable federal and state securities laws, other than is set forth herein, no approval, consent, waiver, or authorization of or filing or registration with any governmental authority or third party is required for the execution, delivery, or performance by Buyer of the transactions contemplated by this Agreement. 4.1.5 Litigation. Other than is set forth herein, no ----------- litigation is pending or to the knowledge of Buyer, threatened, to which Buyer is or may become a party. 4.1.6 Violations. The execution, delivery, or performance of ----------- this Agreement does not and will not (i) with or without the giving of notice or the passage of time, or both, constitute a default under, result in breach of, result in the termination of, result in the acceleration of performance of, require any consent, approval, or waiver, or result in the imposition of any lien or other encumbrance on any property or assets of Buyer under, any agreement, lease, or other instrument to which Buyer is a party or by which any of the property or assets of Buyer are bound; (ii) violate any permit, license, or approval required by Buyer to own its assets and operate its business; (iii) violate any law, statute, or regulation or any judgment, order, ruling, or other decision of any governmental authority, court, or arbitrator; or (iv) violate any provision of Buyer's Articles of Incorporation or Bylaws. 4.1.7 Broker and Finder Fees. No liability to any Broker ----------------------- or Finder or Agent for any brokerage fees, finder's fees or commissions with respect to the Share Exchange shall be incurred by Buyer. 4.1.8 Reports and Financial Statements. Other than as set --------------------------------- forth herein, from March 31, 2000 to the date hereof, except where failure to do so did not and would not have a material adverse effect on Buyer, Buyer has filed all reports, registrations and statements, together with any required amendments thereto, that it was required to file with the SEC, including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the "Buyer's Reports"). Buyer has furnished or will furnish to Seller (and the Shareholders upon the request of Shareholders) copies of all Buyer's Reports filed with the SEC since April 2000. As of their respective dates (but taking into account any amendments filed prior to the date of this Agreement), the Buyer's Reports (other than the financial statements included therein) complied in all material respects with all the rules and regulations promulgated by the SEC and did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, misleading. The financial statements of Buyer included in the Buyer's Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP consistently applied during the periods presented (except, as noted therein, or, in the case of unaudited statements, as 5 Exhibit 2.1 permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of unaudited statements, to normal audit adjustments) the financial position of Buyer and its consolidated subsidiaries as of the date thereof and the results of their operations and their cash flows for the periods then ended. 4.1.9 Liabilities. Schedule 4.1.9 sets forth in tabular ------------ form the total current liabilities incurred by Buyer and its affiliates, which do not exceed $15,000 in the aggregate. 4.1.10 Tax Filings. Other than is set forth on ------------ Schedule 4.1.9, all tax returns required to be filed with respect to Buyer and its affiliates, or any of their income, properties or operations are in all material respects true, complete and correct and have been duly filed in a timely manner. Further, all taxes attributable to Buyer and its affiliates that are or were due and payable (without regard to whether such taxes have been assessed) have been paid. 4.2 Survival of Representations and Warranties. Each of the ------------------------------------------- representations and warranties in Section 4.1 shall survive the Closing until the expiration of all applicable statute of limitations periods. SECTION 5. Covenants of Seller. -------------------- 5.1 Except as may otherwise be consented to or approved in writing by Buyer, Seller agrees that from the date of this Agreement and until the Closing: 5.1.1 Conduct Pending Closing. (i) The Business of Seller ------------------------ shall be conducted only in the ordinary course consistent with past practices. 5.1.2 Access to Records. Seller shall provide Buyer and its ------------------ representatives access to all records of Seller that they reasonably may request and provide reasonable access to the properties of Seller. 5.1.3 Solicitation. Seller agrees that it will not solicit, ------------- consider, or negotiate any offers to acquire the shares or assets of Seller, or to provide any information or to make available any management personnel to third parties for such purposes. 5.1.4 Confidentiality. Seller agrees to keep the provisions ---------------- of this Agreement confidential and will not disclose its provisions to any person, excluding Seller's accountants, attorneys, and other professionals with whom Seller conducts business and to whom such disclosure is reasonably necessary; provided, however, that such persons shall be advised of the confidential nature of this Agreement at the time of such disclosure. SECTION 6. Covenants of Buyer. ------------------- 6.1 Except as may otherwise be consented to or approved in writing by Seller, Buyer agrees that from the date of this Agreement and until the Closing: 6 Exhibit 2.1 6.1.1 Conduct Pending Closing. (i) The business of Buyer ------------------------ shall be conducted only in the ordinary course consistent with past practices. 6.1.2 Access to Records. Buyer shall provide Seller and its ------------------ representatives access to all records of Buyer that they reasonably may request and provide reasonable access to the properties of Buyer. 6.1.3 Solicitation. Buyer agrees that it will not solicit, ------------- consider, or negotiate any offers to acquire the shares or assets of Buyer, or to provide any information or to make available any management personnel to third parties for such purposes. 6.1.4 Confidentiality. Buyer agrees to keep the provisions ---------------- of this Agreement confidential and will not disclose its provisions to any person, excluding Buyer's accountants, attorneys, and other professionals with whom Buyer conducts business and to whom such disclosure is reasonably necessary; provided, however, that such persons shall be advised of the confidential nature of this Agreement at the time of such disclosure. SECTION 7. Conditions Precedent to Obligations of Buyer. --------------------------------------------- Unless, at the Closing, each of the following conditions is either satisfied or waived by Buyer in writing, Buyer shall not be obligated to effect the transactions contemplated by this Agreement: 7.1 Representations and Warranties. The representations and ------------------------------- warranties of Seller shall be true and correct as of the Closing. 7.2 Performance of Covenants. Seller shall have performed and ------------------------- complied in all respects with the covenants and agreements required by this Agreement. 7.3 Items to be Delivered at Closing. Seller shall have --------------------------------- tendered for delivery to Buyer the following: 7.3.1 Delivery of Shares. Certificates representing all of ------------------- the outstanding securities of Seller duly endorsed in blank or accompanied by duly executed stock powers with all requisite transfer tax stamps attached. 7.3.2 Articles of Share Exchange. A duly executed original --------------------------- of the Articles of Share Exchange. 7.3.3 Corporate Action. A certified copy of the corporate ----------------- action of both Seller and Shareholder authorizing and approving this Agreement and the transactions contemplated by it. 7.3.4 Investment Letter. An investment letter duly executed ------------------ by the Shareholder. 7.4 Proceedings and Instruments Satisfactory. All proceedings, ----------------------------------------- corporate or other, to be taken in connection with the transactions contemplated by this Agreement, and all documents incident to this 7 Exhibit 2.1 Agreement, shall be satisfactory in form and substance to Buyer and Buyer's counsel, whose approval shall not be withheld unreasonably. SECTION 8. Conditions Precedent to Obligations of Seller. ---------------------------------------------- Unless, at the Closing, each of the following conditions is either satisfied or waived by Seller in writing, Seller shall not be obligated to effect the transactions contemplated by this Agreement. 8.1 Representations and Warranties. The representations and ------------------------------- warranties of Buyer shall be true and correct as of the Closing. 8.2 Items to be Delivered at Closing. Buyer shall have tendered --------------------------------- for delivery to Seller the following: 8.2.1 Delivery of Shares. Stock certificate representing ------------------- 10,000,000 shares duly issued in the name of the Shareholders, as more fully described on Schedule 8.2.1 herein. 8.2.2 Director's Resolution. A resolution of the Board of ---------------------- Directors, dated the closing date (i) appointing John C. Cahill and Larry Ruden as directors of the Company; (ii) appointing John C. Cahill and Bryan Eggers president and vice president, respectively, of the Company; (iii) amending Bryan Eggers current employment contract whereby Mr. Eggers will serve as vice president of the Company. The term of Mr. Eggers employment contract will be from the Closing Date to a period of six months thereafter, with an annual salary of $60,000 per year. 8.2.3 Release from Liability. A duly executed Form of ----------------------- Release executed by Bryan Eggers whereby Mr. Eggers releases the Company from any and all liability, up to the Closing Date, for (i) any back salary owed or that may be owed to Mr. Eggers by the Company, and (ii) any other debts, liabilities etc. that may be owed to Mr. Eggers by the Company. 8.2.4 Articles of Share Exchange. A duly executed original --------------------------- of the Articles of Share Exchange. 8.3 Performance of Covenants. Buyer shall have performed and ------------------------- complied in all respects with the covenants and agreements required by this Agreement. SECTION 9. Intentionally Left Blank. ------------------------- SECTION 10. Notices. -------- Any notice, request, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been delivered, given, and received for all purposes if written and if (i) delivered personally, by facsimile, or by courier or delivery service, at the time of such delivery; or (ii) directed by registered or certified United States mail, postage and charges prepaid, addressed to the intended recipient, at the address specified below, two business days after such delivery to the United States Postal Service. 8 Exhibit 2.1 If to Buyer: Bryan Eggers 6041 Pomegranate Lane Woodland Hills, California 91367 With a copy to: ________________ ________________ If to Seller: John C. Cahill 335 North State Road 7 Margate, Florida 33068 With a copy to: David M. Bovi, Esq. David M. Bovi, P.A. 319 Clematis Street, Suite 812 West Palm Beach, Florida 33401 Any party may change the address to which notices are to be mailed by giving notice as provided herein to all other parties. SECTION 11. Miscellaneous. -------------- 11.1 Survival of Representations and Warranties; Limitation of --------------------------------------------------------- Liability. The representations and warranties of each of the parties ---------- contained herein shall survive the execution and delivery hereof, and performance of obligations hereunder, and continue in full force and effect forever hereafter (subject to any applicable statutes of limitations). 11.2 No Third Party Beneficiaries. This Agreement shall not ----------------------------- confer any rights or remedies upon any person or entity other than the parties and their respective successors, assigns, heirs or legal representatives, as the case may be. 11.3 Entire Agreement. This Agreement (including the documents ----------------- referred to herein and the Schedules hereto) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof. 11.4 Succession and Assignment. This Agreement shall be binding -------------------------- upon and inure to the benefit of the parties named herein and their respective successors, assigns, heirs or legal representatives, as the case may be. 11.5 Counterparts. This Agreement may be executed in one or more ------------- counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 9 Exhibit 2.1 11.6 Headings. The paragraph and subparagraph headings contained --------- in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 11.7 Governing Law. This Agreement shall be governed by, and -------------- construed in accordance with, the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Florida. 11.8 Amendments and Waivers. No amendment of any provision of ----------------------- this Agreement shall be valid unless the same shall be in writing and signed by each of the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 11.9 Severability. Any term or provision of this Agreement that ------------- is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 11.10 Conflict of Terms. In the event of a conflict of terms and ------------------ conditions between this Agreement and any other agreement, the terms and conditions of this Agreement shall prevail. 11.11 General Interpretive Principles. For purposes of this -------------------------------- Agreement, except as otherwise expressly provided or unless the context otherwise requires: 11.1.1 The terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; 11.1.2 Accounting terms not otherwise defined herein have the meanings given to them in accordance with generally accepted accounting principles; 11.1.3 References herein to "paragraphs", "subparagraphs" and other subdivisions without reference to a document are to designated paragraphs, subparagraphs and other subdivisions of this Agreement; 11.1.4 A reference to a subparagraph without further reference to a paragraph is a reference to such subparagraph as contained in the same paragraph in which the reference appears; 11.1.5 The words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; and 10 Exhibit 2.1 11.1.6 The term "include" or "including" shall mean without limitation by reason of enumeration. 11.1.7 Incorporation of Schedules. The schedules identified in this Agreement are incorporated herein by reference and made a part hereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ATTEST: BUYER: By:___________________________ By:_________________________ Bryan Eggers, President SELLER: By:___________________________ By:_________________________ John C. Cahill, President [See Counterpart Signature Pages Attached] 11 Exhibit 2.1 COUNTERPART SIGNATURE PAGE TO AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Exchange Agreement") dated April 12, 2002 between and among PR Specialists, Inc., Servitrust Corp. and the Shareholders whose signatures appear on the Counterpart Signature Pages thereto ------------------------------------------------- By execution of this Counterpart Signature Page and upon acknowledgment by PR Specialists, Inc. and Servitrust Corp., the undersigned agrees to become a party to and be bound by the terms of the Exchange Agreement, and the undersigned shall be deemed a "Shareholder" under the Exchange Agreement. [Individuals] [Entities] ______________________________ __________________________________ By:_______________________________ Name: ________________________ Name:_____________________________ Title:____________________________ Date: __________________ Date:_____________________________ ACKNOWLEDGMENT: --------------- PR Specialists, Inc. and Servitrust Corp. hereby acknowledges execution of this Counterpart Signature Page by the above Shareholder(s). SERVITRUST CORP. PR SPECIALISTS, INC. ____________________________ ____________________________ John C. Cahill, President Bryan Eggers, President 12 Exhibit 2.1 Schedule 4.1.9 Buyer's Liabilities
Amount Owed Name of Creditor Description of Liability ----------- ---------------- ------------------------ $575.00 PR News Wire Press Release $100.00 Incorporating Services Annual Agent Fee $14.00 Interwest Transfer Shareholder's List $329.00/month CI HOST Web Hosting For Boxing.com $220.00 Delaware Estimated Franchise Tax $100.00 DTC DTC Report $1,900.00 Kingery - Crowse Audit $5,538.00 Federal / State Payroll Taxes $2,500.00 First London Securities Financial Advisor Agreement $1,225.00 Thomas P. McNamara, P.A. Consulting Agreements $500.00 Miscellaneous Phone, DSL, Fax ------------- $13,001 TOTAL
13 Exhibit 2.1 Schedule 8.2.1 Transfer of Shares of Stock Pursuant to the terms of the Agreement and Plan of Share Exchange, on the Closing Date, all of the shareholders of Seller shall exchange all of their stock of Seller for 10,000,000 shares of Buyer. Accordingly, each Shareholder (or his agent) agrees to deliver to the Buyer (or its agent) his original Seller common stock share certificate(s) (in the specific amounts set forth next to such Shareholder's names), along with any necessary stock transfer stamps and duly executed stock powers in a form satisfactory to Buyer (or its agent); and Buyer (or its agent) agrees to deliver to each Shareholder (or his agent) common stock share certificates representing the number of shares of Buyer in the specific amounts set forth next to such Shareholder's names.
------------------------------------------------------------------------------------------- Name of Selling Shareholder No. of Seller's Shares No. of Buyer's shares to to be transferred to be transferred to Selling Buyer Shareholder ------------------------------------------------------------------------------------------- Barry Kaplan 934 N. University Drive, #158 Coral Springs, FL 33071 20 200,000 ------------------------------------------------------------------------------------------- American Pension Services / FUB Custodian for Barry Kaplan IRA 934 N. University Drive, #158 Coral Springs, FL 33071 25 250,000 ------------------------------------------------------------------------------------------- Mid Ohio Securities Custodian for Jacqueline Kaplan IRA 341134159 934 N. University Drive, #158 Coral Springs, FL 33071 15 150,000 ------------------------------------------------------------------------------------------- JGL, Inc. 6740 West Commercial Blvd. Ft. Lauderdale, FL 33319 25 250,000 ------------------------------------------------------------------------------------------- Timothy Troy 1152 Severnview Drive Crownsville, MD 21032 5 50,000 ------------------------------------------------------------------------------------------- David M. Bovi, P.A., Trustee for Joseph Strauss 319 Clematis Street, Suite 812 West Palm Beach, Florida 33401 10 100,000 ------------------------------------------------------------------------------------------- John Randolph Collins 209 County Road 281 Woodland Park, CO 80863 3.5 35,000 ------------------------------------------------------------------------------------------- Linda & Mark Klein JTROS 85 Hilltop Blvd. East Brunswick, NJ 08816 2 20,000 -------------------------------------------------------------------------------------------
14 Exhibit 2.1
Benjamine Henschel 22274 Morning Glory Terrace Boca Raton, FL 33469 37 370,000 ------------------------------------------------------------------------------------------- Steve & Sharon Katzman - Joint Tenants by the Entireties 10210 Camino Del Dios Delray Beach, FL 33446 20 200,000 ------------------------------------------------------------------------------------------- Allen W. Gelman 728 NW 177th Avenue Pembroke Pines, FL 33029 46 460,000 ------------------------------------------------------------------------------------------- American Pension Services / FUB Custodian for Allen W. Gelman IRA 728 NW 177th Avenue Pembroke Pines, FL 33029 40 400,000 ------------------------------------------------------------------------------------------- Angelo Accetturo P.O. Box 2107 Banner Elk, NC 28604 3 30,000 ------------------------------------------------------------------------------------------- Kenneth M. Myers 10203 NW 7th Court Plantation, FL 33324 1 10,000 ------------------------------------------------------------------------------------------- Jeffrey C. Taylor 90 Edgewater Dr., PH 24 Coral Gables, FL 33133 38 380,000 ------------------------------------------------------------------------------------------- American Pension Services / FUB Custodian for Jeffrey Taylor IRA #5739 1107 S. State Street Sandy, Utah 84070 25 250,000 ------------------------------------------------------------------------------------------- Victoria P. Elliott 2875 Pine Tree Dr. Miami Beach, FL 33140 10 100,000 ------------------------------------------------------------------------------------------- Anisia P Taylor-Cata 7130 sw 54 Street Miami, FL 33155 10 100,000 ------------------------------------------------------------------------------------------- Robert Chandler 14 Bank St, Apt. 3 Somerville, MA 02144 2 20,000 ------------------------------------------------------------------------------------------- Stephen Van Dusen 3965 Park Drive Coconut Grove, FL 33133 2.5 25,000 ------------------------------------------------------------------------------------------- Nathan Van Dusen 3965 Park Drive Coconut Grove, FL 33133 2.5 25,000 ------------------------------------------------------------------------------------------- Jay H. Meadows 6300 Ridglea Place, Suite 410 Fort Worth, TX 76116 4 40,000 -------------------------------------------------------------------------------------------
15 Exhibit 2.1
Ray Anthony Petta 4101 Tamworth Road Fort Worth, TX 76116 1 10,000 ------------------------------------------------------------------------------------------- Tami Kaschke 3802 Sequoia Drive North Platte, NE 69101 2.5 25,000 ------------------------------------------------------------------------------------------- Joseph L. Morgan 14409 Eagle Pointe Drive Clearwater, FL 33762 1 10,000 ------------------------------------------------------------------------------------------- Steven Shindler 100 Central Park South, Apt 9Q New York, NY 10021 4 40,000 ------------------------------------------------------------------------------------------- Magaly Bianchini 13280 7th Conc. King City, Ontario Canada L7B 1K4 5 50,000 ------------------------------------------------------------------------------------------- Nick O'Keefe 345 North Canal, #1601 Chicago, IL 60606 2.5 25,000 ------------------------------------------------------------------------------------------- Nelson Family Trust, Douglas Nelson, Trustee 375 Falls Point Trail Alpharetta, Georgia 30022 120 1,200,000 ------------------------------------------------------------------------------------------- William and Rose Bosso, JTWROS 400 Hampton View Court Alpharetta, Georgia 30004 75 750,000 ------------------------------------------------------------------------------------------- Deborah J. Lytle 360 Merrie Road Lewiston, NY 14092 8 80,000 ------------------------------------------------------------------------------------------- Mark Pieroni 12205 Brooknill Point Alpharetta, GA 30004 12.5 125,000 ------------------------------------------------------------------------------------------- John W. Benton 11910 Wildwood Springs Drive Roswell, GA 30075 4.5 45,000 ------------------------------------------------------------------------------------------- Rudolph Services Group, Inc. 780 S. Sapadilla Avenue Suite 406 West Palm Beach, Florida 33401 75 750,000 ------------------------------------------------------------------------------------------- Mario Chang 13337 South Street Suite 188 Cerritos, California 90703-7300 80 800,000 ------------------------------------------------------------------------------------------- Shantala Pundarika 4 Wellington Court 55-67 Wellington Road London NW8 9TA United Kingdom 20 200,000 -------------------------------------------------------------------------------------------
16 Exhibit 2.1
Jaime Danilo Valena 26087 Bellis Drive Valencia, CA 91355 20 200,000 ------------------------------------------------------------------------------------------- Angel Nicolas Chang 1442 Medallion Drive San Jose, CA 95120 10 100,000 ------------------------------------------------------------------------------------------- Guann-Pyng Li 20 Young Court Irvine, CA 92714 2.5 25,000 ------------------------------------------------------------------------------------------- Hartawan Aluwi 95 South Bridge Road #07-08 Pidemco Centre Singapore 05871 7 70,000 ------------------------------------------------------------------------------------------- Solomon Goldner 312 North June Street Los Angeles, CA 90004 1 10,000 ------------------------------------------------------------------------------------------- Mina Fox Raif P. O. Box 850 Seal Beach, CA 90740 1 10,000 ------------------------------------------------------------------------------------------- AKM Ismail 95 South Bridge Road #07-08 Pidemco Centre Singapore 058717 1 10,000 ------------------------------------------------------------------------------------------- David M. Bovi 319 Clematis Street, Suite 812 West Palm Beach, FL 33401 40 400,000 ------------------------------------------------------------------------------------------- Harry Miller 187 Spring Line Drive Vero Beach, FL 32963 30 300,000 ------------------------------------------------------------------------------------------- John C. Cahill 315 Nesbit Downs Court Atlanta, Georgia 30350 5 50,000 ------------------------------------------------------------------------------------------- Lora Rossi 4400 Hillcrest Drive, #517 Hollywood, FL 33021 5 50,000 ------------------------------------------------------------------------------------------- Global Funding Associates, Inc. Randy Leviner 20533 Biscayne Blvd., #4218 Aventura, FL 33180 5 50,000 ------------------------------------------------------------------------------------------- Tammy LaValle Krichmar 6443 NW 110th Avenue Parkland, FL 33076 12.5 125,000 -------------------------------------------------------------------------------------------
17 Exhibit 2.1
Deva S. Khalsa 1442 NW. 100 Drive Coral Springs, FL 33071 5 50,000 ------------------------------------------------------------------------------------------- Scott Stiefeld 8501 N.W. 51st Street Lauderhill, FL 33351-4824 2.5 25,000 ------------------------------------------------------------------------------------------- Rodelio C. Arcilla 2847 S. Concord Ave. Ontario, CA 91761 5 50,000 ------------------------------------------------------------------------------------------- David A. Rodkin 10455 N.W. 4th Street Coral Springs, FL 33071 7.5 75,000 ------------------------------------------------------------------------------------------- James Kaplan 4155 Malaga Ave. Miami, FL 33133 15 150,000 ------------------------------------------------------------------------------------------- Merel & Andrew Baer 3450 S. Ocean Blvd. #302 Highland Beach, Florida 33487 5 50,000 ------------------------------------------------------------------------------------------- Marvin Baris 7917 N.W. 83rd Street Tamarac, FL 33321 10 100,000 ------------------------------------------------------------------------------------------- Joseph S. and Robin Slama 638 Middle River Drive Ft. Lauderdale, FL 33304 10 100,000 ------------------------------------------------------------------------------------------- Lawrence Ruden 2300 NE 48th Court Lighthouse Point, Florida 33064 5 50,000 ------------------------------------------------------------------------------------------- Howard & Enid Kaplan 5003 Bayberry Lane Tamarac, FL 33319 5 50,000 ------------------------------------------------------------------------------------------- Jeffrey & Diane Bornstein 1010 American Eagle Blvd #537 Sun City Center, FL 33573 12.5 125,000 ------------------------------------------------------------------------------------------- Scott D. Williams 635 Avecida Del Norte Sarasota, FL 34242 5 50,000 ------------------------------------------------------------------------------------------- Eleanor Pesce 19300 NE 22nd Ave N. Miami Beach, FL 33180 5 50,000 ------------------------------------------------------------------------------------------- Kenneth J. Peters 223 DiLorenzo Drive Naperville, Illinois 60565 5 50,000 ------------------------------------------------------------------------------------------- Robert M. Mager 290 Garfield Street Denver, CO 80206 2.5 25,000 ------------------------------------------------------------------------------------------- Frankie Carl Tamburelli 4199 W. 99th Place Westminster, CO 80031 2.5 25,000 ----- ---------- TOTAL 1,000 10,000,000 -------------------------------------------------------------------------------------------
18 Exhibit 2.1 Articles of Share Exchange of PR Specialists, Inc., a Delaware corporation, with Servitrust Corp., a Florida corporation ARTICLES OF SHARE EXCHANGE between PR Specialists, Inc., a Delaware corporation ("PR Specialists") and Servitrust Corp., a Florida corporation ("Servitrust"). Under Sec. 607.1105 of the Florida Business Corporation Act (the "Act"), PR Specialists and Servitrust adopt the following Articles of Share Exchange. 1. The Agreement and Plan of Share Exchange dated April 12, 2002 ("Plan of Share Exchange"), between PR Specialists, Servitrust et al. was approved and adopted by the shareholders of Servitrust on April 3, 2002 and was adopted by the Board of Directors of PR Specialists on April 3, 2002, because shareholder approval of the Plan of Share Exchange is not required by the shareholders of PR Specialists. 2. Under the Plan of Share Exchange, all issued and outstanding shares of Servitrust stock will be exchanged for 10,000,000 shares of common stock of PR Specialists and Servitrust will become a wholly owned subsidiary of PR Specialists. 3. The Plan of Share Exchange is attached as Exhibit A and incorporated by reference as if fully set forth. 4. Under Sec. 607.1105(1)(b) of the Act, the date and time of the effectiveness of the Share Exchange shall be on the filing of these Articles of Share Exchange with the Secretary of State of Florida. IN WITNESS WHEREOF, the parties have set their hands on May 1, 2002. ATTEST: PR SPECIALISTS, INC.: By:__________________________ _____________________________ Bryan Eggers, President SERVITRUST CORP.: By:__________________________ By:___________________________ John C. Cahill, President Exhibit 2.1 PLAN OF SHARE EXCHANGE This Plan of Share Exchange ("Plan") is entered into between PR Specialists, Inc., a Delaware corporation ("Acquiror") and Servitrust Corp., a Florida corporation ("Acquiree"). 1. Distribution to Shareholders. On the Effective Date, all of ----------------------------- the shareholders of Acquiree not dissenting from the Plan shall exchange all of the outstanding stock of Acquiree for 10,000,000 shares of Acquiror and Acquiree shall become a wholly owned subsidiary of Acquiror. 2. Satisfaction of Rights of Acquiree's Shareholders. All -------------------------------------------------- shares of Acquiror's stock into which shares of Acquiree's stock have been converted and become exchangeable for under this Plan shall be deemed to have been paid in full satisfaction of such converted shares. 3. Fractional Shares. Not Applicable. ------------------ 4. Supplemental Action. If at any time after the Effective -------------------- Date, Acquiror shall determine that any further conveyances, agreements, documents, instruments, and assurances or any further action is necessary or desirable to carry out the provisions of this Plan, the appropriate officers of Acquiror or Acquiree, as the case may be, whether past or remaining in office, shall execute and deliver any and all proper conveyances, agreements, documents, instruments, and assurances and perform all necessary or proper acts to carry out the provisions of this Plan. 5. Filing with the Florida Secretary of State and Effective -------------------------------------------------------- Date. On the Closing, as provided in the Agreement and Plan of Share ----- Exchange of which this Plan is a part, Acquiror and Acquiree shall cause their respective Presidents (or Vice Presidents) to execute Articles of Share Exchange in the form attached to this Plan and, on execution, this Plan shall be deemed incorporated by reference into the Articles of Share Exchange as if fully set forth in such Articles and shall become an exhibit to such Articles of Share Exchange. Thereafter, the Articles of Share Exchange shall be delivered for filing to the Florida Secretary of State. In accordance with Sec. 607.1105(1)(b) of the Florida Business Corporation Act (the "Act"), the Articles of Share Exchange shall specify the "Effective Date." The Effective Date shall be the filing date of the Articles, as specified herein or in the Agreement and Plan of Share Exchange. 6. Amendment and Waiver. Any of the terms or conditions of --------------------- this Plan may be waived at any time by Acquiror or Acquiree by action taken by the Board of Directors of such party, or may be amended or modified in whole or in part at any time before the vote of the shareholders of Acquiree by an agreement in writing executed in the same manner (but not necessarily by the same persons), or at any time thereafter as long as such change is in accordance with Sec. 607.1103 of the Act. Exhibit 2.1 7. Termination. At any time before the Effective Date (whether ------------ before or after filing the Articles of Share Exchange), this Plan may be terminated and the share exchange abandoned by mutual consent of the Boards of Directors of both corporations, notwithstanding favorable action by the shareholders of Acquiree. Exhibit 2.1