Dot VN, Inc. Signs Letter Of Intent to Merge with Spot-On Networks, LLC.SAN DIEGO San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. -- Dot VN, Inc., a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. ("Dot VN" or the "Company") (www.DotVN.com), (Pink Sheets:DTVI DTVI Distributed Tutored Video Instruction ), an Internet and Telecommunications Company See telecom company. and authorized global domain name registrar An organization that manages Internet domain names. Any person or company that wants a presence on the Internet must register a unique name with one of the many registrars, such as Network Solutions (www.netsol.com) or Go Daddy (www.godaddy.com). (www.VN) for the Country of Vietnam, announced today that it has signed a Letter of Intent (the "LOI LOI Letter of Indemnity (international trade and carriage business) LOI Letter Of Intent LOI Loss On Ignition LOI Letter of Inquiry LOI Lack Of Information LOI Lack of Interest LOI Letter of Invitation LOI List Of Items "), which contemplates a proposed merger, with Spot-On Networks, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a Delaware limited liability company ("Spot-On"), an integrated Wi Fi voice, video and data provider based in the United States (the "Merger"). This non-binding LOI dated November 27, 2006 sets forth the principal terms for the proposed Merger by and among Spot-On, Dot VN, Inc., and a wholly-owned subsidiary of Dot VN, whereby all of the membership interests in Spot-On issued and outstanding would be exchanged for a combination of stock and warrants in Dot VN. Upon closing the Merger, Spot-On would be a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Dot VN. Neither Spot-On nor Dot VN shall be obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to consummate the proposed acquisition unless and until both parties have executed a definitive Merger Agreement, within sixty (60) days after the date of this LOI and further, the Merger is contingent upon, among other things, the acquisition of certain licensing agreements by Dot VN. Richard Sherwin, 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. of Spot-On Networks, LLC, said, "Dot VN, Inc. has established a business with a unique position in the provision of specific data services that can make use of high speed data infrastructure in Vietnam. Spot-On Networks has the expertise and technology know how to implement wireless infrastructure that reduces implementation time and costs associated with the development of broadband data and voice capabilities in Vietnam. We look forward to our merger with Dot VN, Inc. that will create an entity to enhance capabilities available to the people of Vietnam in a shortened time frame." Thomas Johnson, Chairman and CEO of Dot VN, added, "We are extremely pleased to have executed the LOI with Spot-On Networks. The shareholders and management of Spot-On Networks, LLC have a proven track record of performance, both within the United States and in international emerging markets, and the addition of this talented team will bring tremendous value to our Company's goal of building out our products and services to meet Vietnam's growing needs. We anticipate that the synergistic union of Dot VN and Spot-On will allow the Company to successfully develop and deploy Wi Max and Wi Fi services in Vietnam thereby capturing a significant portion of Vietnam's rapidly growing population of internet users. Further, we believe that the addition of Spot-On's Wi Max, WiFi and VoIP services will greatly enhance Dot VN's comprehensive product and service offerings." About the Companies: Dot VN, Inc. (www.DotVN.com) is the online service provider of .VN (Vietnam) domain name registrations globally. The Company has established agreements with the Vietnamese government and international ISP's (Internet service providers Internet service provider (ISP) Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password. ) such as VNPT VNPT Vietnam Post and Telecommunication Corporation , Netsoft, VDC VDC Volts Direct Current VDC Venture Development Corporation VDC Vehicle Dynamic Control VDC Village Development Committee (Nepal) VDC Virtual Data Center VdC Verband der Cigarettenindustrie , FPT FPT Field Programmable Technology FPT Federal-Provincial-Territorial (Canada) FPT Fiat Powertrain Technologies FPT Female Pipe Thread FPT Fast Processing Technology FPT Forced Perfect Termination FPT Fine Pitch Technology , along with Verisign, MarkMonitor.com, NetNames.com, Ascio.com, MelbourneIT.com, RGNames.com, EbrandSecure.com, IPMirror.com and over 70 top domain resellers to commercialize Vietnam's Internet and Telecommunications services. Dot VN, Inc. has strived to deliver high value online communication and commerce solutions along with outstanding customer service both domestically and internationally with a focus on Vietnam. The Vietnam Internet Network Information Center (networking) Internet Network Information Center - (InterNIC) An umbrella entity created by the National Science Foundation in Spring 1992, in cooperation with the Internet community, consisting of Network Information Service Managers who provided and/or coordinated NSFNet services. (VNNIC) awarded Dot VN, Inc. an "exclusive long term contract" to be the first registrar to promote, market and register its country code Top Level Domain (ccTLD) of .VN (Vietnam) via the Internet. Dot VN, Inc. is developing an Internet based distribution network through which the Company delivers business applications and services and digital software content to a network of more than 70 Service Providers in over 30 countries. The Company is developing the latest Internet domain registration software technologies for marketing, sales and managing the .VN domain name registration, website design and hosting, email systems, e-commerce and e-marketing, Vietnamese Search Engine for .VN and VOIP telecommunications for Vietnam and other customers worldwide. Spot-On Networks, LLC (www.SpotOnNetworks.com) is a rapidly growing telecommunications company with its headquarters in New Haven, CT. Founded by a group of well known professionals in the telecommunications field, Spot-On provides cost-effective communications and Internet services to businesses and residential subscribers. Cautionary Warning Regarding Forward-Looking Statements:This press release may contain "forward-looking statements." In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. Changes in the circumstances upon which we base our predictions and/or forward-looking statements could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (1) our limited operating history; (2) our ability to pay down existing debt; (3) our ability to attract and retain key executive officers and the professional advisors necessary to guide us through our corporate restructuring; (4) unforeseen costs and expenses; (5) potential litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. with our shareholders, creditors and/or former or current investors; (6) the Company's ability to comply with federal, state and local government regulations; (7) the Company's ability to maintain current agreements with the Country of Vietnam and secure additional agreements; and (8) other factors over which we have little or no control. |
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