EX-99
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ex99.txt
EXHIBIT 99
AZONIC CORPORATION PRESS RELEASE DATED AUGUST 25, 2004
EXHIBIT 99
AZONIC CORPORATION ACQUIRES ASSETS FROM FILIPPO GUANI REVOCABLE TRUST
August 26, 2004, New York, NY - Azonic Corporation (OTC: AZOI) is pleased to
announce that on August 25, 2004 it agreed to acquire certain assets from
Filippo Guani Revocable Trust. Under the terms of the transaction, at the
closing of the transaction Azonic Corporation will issue issue 4,797,600 shares
of its common stock and will be required to pay a further $3 million under an
earn-out arrangement. Under the earn-out arrangement the Company will be
obligated to pay $300,000 per quarter to a maximum of $3 million, after
cumulative operating profit (defined as sales less cost of goods sold) first
exceeds $27.5 million. The Company also agreed to other customary terms and
conditions in a transaction of comparable scope and size. Azonic Corporation
expects that the transaction will close in September of 2004.
The assets to be acquired consist of patents, licenses, tools, molds, partially
manufactured inventory and other intellectual property rights of a disposable
cellular phone.
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on currently available competitive, financial and economic
data and management's views and assumptions regarding future events. Such
forward-looking statements are inherently uncertain. Azonic Corporation cannot
provide assurances that the matters described in this press release will be
successfully completed or that we will realize the anticipated benefits of any
transaction. Actual results may differ materially from those projected as a
result of certain risks and uncertainties, including but not limited to: global
economic and market conditions; the war on terrorism and the potential for war
or other hostilities in other parts of the world; the availability of financing
and lines of credit; successful integration of acquired or merged businesses;
changes in interest rates; management's ability to forecast revenues and control
expenses, especially on a quarterly basis; unexpected decline in revenues
without a corresponding and timely slowdown in expense growth; our ability to
retain key management and employees; intense competition and our ability to meet
demand at competitive prices and to continue to introduce new products and new
versions of existing products that keep pace with technological developments,
satisfy increasingly sophisticated customer requirement and achieve market
acceptance; relationships with significant suppliers and customers; as well as
other risks and uncertainties, including but not limited to those detailed from
time to time in Azonic Corporation's SEC filings. Azonic Corporation undertakes
no obligation to update information contained in this release. For further
information regarding risks and uncertainties associated with Azonic
Corporation's business, please refer to the risks and uncertainties detailed
from time to time in Azonic Corporation's SEC filings.
Source: Azonic Corporation
For More Information Contact:
Gregory Laborde
Chairman & C.E.O.
Telephone: 212-962-4400

EX - 99 3 ex99 . txt EXHIBIT 99 AZONIC CORPORATION PRESS RELEASE DATED AUGUST 25 , 2004 EXHIBIT 99 AZONIC CORPORATION ACQUIRES ASSETS FROM FILIPPO GUANI REVOCABLE TRUST August 26 , 2004 , New York , NY - Azonic Corporation ( OTC : AZOI ) is pleased to announce that on August 25 , 2004 it agreed to acquire certain assets from Filippo Guani Revocable Trust . Under the terms of the transaction , at the closing of the transaction Azonic Corporation will issue issue 4,797,600 shares of its common stock and will be required to pay a further $ 3 million under an earn - out arrangement . Under the earn - out arrangement the Company will be obligated to pay $ 300,000 per quarter to a maximum of $ 3 million , after cumulative operating profit ( defined as sales less cost of goods sold ) first exceeds $ 27.5 million . The Company also agreed to other customary terms and conditions in a transaction of comparable scope and size . Azonic Corporation expects that the transaction will close in September of 2004 . The assets to be acquired consist of patents , licenses , tools , molds , partially manufactured inventory and other intellectual property rights of a disposable cellular phone . This press release contains " forward - looking statements " as defined in the Private Securities Litigation Reform Act of 1995 . These forward - looking statements are based on currently available competitive , financial and economic data and management 's views and assumptions regarding future events . Such forward - looking statements are inherently uncertain . Azonic Corporation can not provide assurances that the matters described in this press release will be successfully completed or that we will realize the anticipated benefits of any transaction . Actual results may differ materially from those projected as a result of certain risks and uncertainties , including but not limited to : global economic and market conditions ; the war on terrorism and the potential for war or other hostilities in other parts of the world ; the availability of financing and lines of credit ; successful integration of acquired or merged businesses ; changes in interest rates ; management 's ability to forecast revenues and control expenses , especially on a quarterly basis ; unexpected decline in revenues without a corresponding and timely slowdown in expense growth ; our ability to retain key management and employees ; intense competition and our ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments , satisfy increasingly sophisticated customer requirement and achieve market acceptance ; relationships with significant suppliers and customers ; as well as other risks and uncertainties , including but not limited to those detailed from time to time in Azonic Corporation 's SEC filings . Azonic Corporation undertakes no obligation to update information contained in this release . For further information regarding risks and uncertainties associated with Azonic Corporation 's business , please refer to the risks and uncertainties detailed from time to time in Azonic Corporation 's SEC filings . Source : Azonic Corporation For More Information Contact : Gregory Laborde Chairman & C . E . O . Telephone : 212 - 962 - 4400