Qualmax, Inc. Enters into Definitive Agreement with New World Brands, Inc.
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EUGENE, Ore.--(BUSINESS WIRE)--June 28, 2006--Qualmax, Inc. (Pink Sheets:QMXI), today announced that it has entered into a definitive agreement to sell its businesses to New World Brands, Inc. (OTCBB: NWBD). In consideration for the acquisition, New World Brands will assume Qualmax liabilities and will issue to Qualmax at least 251,723,634 shares of New World Brand's common stock, plus an additional number of shares to be determined at closing pursuant to the terms of the asset purchase agreement. Pursuant to the agreement, immediately prior to closing New World Brands will have no business operations. Qualmax's management is not expected to change as a result of the transaction.
Qualmax is a specialized IT business solutions provider, communications equipment manufacturer, and research and development company focused on the deployment of best of breed VoIP (Voice over Internet Protocol) networks, virtual private networks, wireless connectivity, direct call traffic routing and custom billing applications. Qualmax had revenue of over $18 million in 2005.
Commenting
on the transaction, Qualmax CEO M. David Kamrat said,
"Qualmax has taken another important step in its mission to become a
global player in voice and data solutions. This transaction positions Qualmax
to move its businesses forward as a quarterly reporting Bulletin Board company,
enhancing Qualmax's visibility and access to
capital markets, and supporting both our internal growth and
shareholder value."
Completion of the transaction is subject to certain
other closing conditions, including the approval of the stockholders of Qualmax
and
New World Brands.
Qualmax's three operating divisions offer solutions to enterprises and service providers in the end-to-end migration of traditional legacy networks to next generation IP networks.
The Qualmax equipment manufacturing division integrates VoIP and Cellular Gateways for retail and service provider markets with proprietary software designed to ease the deployment and use of VoIP systems.
The iNode division provides voice and internet services over its IP network to enterprise customers and service providers
in the US, Europe, Latin America, and Asia.The Qualmax Professional Services division provides
best-of-breed third party hardware, software and engineering services as a 'vendor neutral' value-added reseller to support Qualmax customers in all divisions.
This news release contains certain "forward-looking statements" regarding the prospective transaction, expected results and other statements that are not historical facts. Forward-looking statements are not guarantees of future performance, and are based on certain assumptions and are subject to various known and unknown risks and uncertainties. Actual results may differ materially from the expectations contained in the forward-looking statements. Qualmax does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise. For additional information concerning the details of the transaction, see the New World Brands Form 8-K dated June 23, 2006, or contact Qualmax.
CONTACT: Qualmax, Inc.
Tracy Habecker, +15418682912
Copyright Business Wire 2006