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Actus Interactive Software Rescinds Merger With AVIX(November 28, 2011)
CARLSBAD, CA -- (Marketwire) -- 11/28/11 -- Actus Interactive Software, LLC, ("Actus") announced that it has formally rescinded the merger with Avix Technologies ("AVIX") as well as the loan agreement entered into with the majority shareholders of AVIX.
On or about January 20, 2011, Actus and Avix entered into a Letter of Intent outlining a transaction ("Transaction") whereby the parties would execute a Stock Purchase Agreement pursuant to which Actus was to transfer 100% of its capital shares to AVIX in exchange for 1.) majority of AVIX common stock, and 2.) $750,000 in initial funding completed through a Rule 504 of the Securities Act of 1933 ("Rule 504"). This Letter of Intent was extended by the parties on March 20, 2011 and under the belief that AVIX through its principal officer Cornelia Volino and her partner Reno Calabrigo were diligently focusing on closing the Transaction.
As of the date of this press release, and in consideration of the multiple requests made by the management of Actus and its advisors, AVIX has not been able to provide, nor substantiate any accomplishments that would support their efforts in closing this Transaction. Additionally, and with respect to the funds currently being raised under Rule 504, it has come to the attention of Actus, that Cornelia Volino and her partner Reno Calabrigo have intentionally and purposefully misled their intent to close this Transaction, deliver the funds currently raised under Rule 504, and have personally benefitted from the recent activity in trading of AVIX shares.
"We regret that after nine months, neither AVIX, nor its officer Cornelia Volino, or her partner Reno Calabrigo, have been able to perform as repeatedly promised," said Tim Huckaby, CEO of Actus Interactive Software. "When we originally entered into this transaction, Connie Volino and Reno Calabrigo, were very committed to the acquisition of Actus. However it has become clear to Actus their intentions and efforts are not aligned with the common shareholder of AVIX or those of Actus. These factors along with the lack of trust in AVIX and its representatives, Cornelia Volino and Reno Calabrigo, have created a situation that forces Actus to walk away from any involvement with these two individuals, AVIX and the proposed Transaction."
ABOUT ACTUS INTERACTIVE SOFTWARE LLC
Actus Interactive Software LLC is a developer of proprietary software targeting the Out-of-Home market segment through a nationwide rollout of digital display interactive kiosks based systems. Actus Interactive Software integrates Natural User interface (NUI) User Experience (UX) in unique ways that compel users and brands to engage in a new multi-touch environment. Actus Interactive Software is in discussions with several major retailers for its kiosk technology and is working on employing an independent marketing and direct sales strategy with the ability to take on customers and markets of just about any size.
The management team of Actus Interactive Software is led by Tim Huckaby who founded and developed InterKnowlogy into a worldwide leader in custom application development on the Microsoft Platform and has secured a level of trust within the Microsoft global community by presenting on stage in keynote speeches Microsoft executives to the highest levels including Bill Gates and Steve Ballmer.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. A wide variety of factors that may cause actual results to differ from the forward-looking statements include, but are not limited to, the following: the Company's ability to increase revenue and profits in the current economic climate; the effect of changing economic conditions; lack of sufficient financing for opening new pharmacies; inability to manage growth; and changes in government regulations, controls and similar matters. These cautionary statements should not be construed as exhaustive or as any admission as to the adequacy of the Company's disclosures. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words "believes," "expects," "anticipates," "intends," "estimates," "plans," "projects," "should," or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. The Company does not undertake to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
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