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Arizona Aircraft Spares, Inc. Files Form 8-K on Asset Purchase Agreement.


TUCSON, Ariz. -- Arizona Aircraft Spares, Inc. ("AZAA AZAA American Zoo and Aquarium Association
AZAA Airman Apprentice, Aviation Maintenance Administrationman Striker (Naval Rating) 
" or the "Company") (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:AZAA) (the "Company") today announced that it filed a Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 on November 17, 2004.

In the Form 8-K, the Company detailed that it had acquired assets greater than $5 Million U.S., their book of business with over 135,000 members and liabilities in the amount of $3.5 Million U.S. from 1CellNet, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
. The newly acquired assets and assumed liabilities of 1CellNet were the assets of one of the world's fastest growing telecommunication multi-level marketing companies This is a list of companies which utilize multi-level marketing, also known as "network marketing", for most of their sales.
  • ACN Inc.
  • Alticor
  • Amway
  • Arbonne International
  • Avon Products, Inc.
. 1CellNet was established to provide discount wireless phone service throughout the world through the use of their new innovative software system.

John Bohringer, proposed CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  and President of Cell Wireless Corporation, the new name selected for AZAA to reflect its new acquisition of assets Acquisition of assets

A merger or consolidation in which an acquirer purchases the selling firm's assets.
 and liabilities of 1CellNet, LLC, stated, "AZAA's current shareholders will retain the same number of shares of Cell Wireless Corporation that they currently own in AZAA." He further stated, "We expect to use these new assets to grow a much stronger overall company. 1CellNet had revenues of over $18 million with over $2 million in profit last year and has projected revenues of over $70 million with profits of $14 million in 2005. We expect to achieve similar results for AZAA."

Further details provide for Arizona Aircraft Spares, Inc., incorporated in the State of Arizona, the current operating subsidiary of AZAA to be spun out as a separate company, with the current shareholders of record of AZAA to be issued 4 million shares (40%) on a pro-rata basis in the spun-out company.

Mr. Bohringer further explained that all shareholders of record of AZAA will receive a "dividend" in shares in the new Arizona Aircraft Spares, Inc. spun out company and will also be able to keep the same number of shares they currently own in AZAA.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

Note: Certain statements in this news release may contain "forward-looking" information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Act of 1934 and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release may include forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will be accurate and actual results and future events could differ materially from those anticipated in such statements. AZAA undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances or to reflect unanticipated events or developments.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 22, 2004
Words:424
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