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Cell Wireless Signs Contingent Acquisition Contract With ezTel, LLC

Posted on: Thursday, 29 December 2005, 15:00 CST

Cell Wireless Corp. (Pink Sheets: CLWL) announced today the signing of a contingent contract for the acquisition of the assets of ezTel, LLC, a Mississippi-based VoIP wireless broadband and long distance telephone service supplier that specializes in sales to large groups, charities, associations and chamber of commerce organizations across the United States. The contract is contingent on the provision of financing by Cell Wireless before the acquisition can be completed.

ezTel, LLC, formed in 1999, has generated sales since its commencement of approximately $55 million in gross sales and has just completed their best sales year with revenues of approximately $10 million for 2005. Due to extremely high costs of their last expansion, the company was not profitable, but the combination of administrative overhead savings and sales expansion are expected to provide profitable operations in 2006. The combined revenue of the companies is expected to exceed $15 million with profitable operations.

Cell Wireless is one of the fastest-growing telecommunication companies in the world providing discounted telephone minutes and free VoIP PC-to-PC calls to the global community. Cell Wireless has developed a dynamic marketing and sales program designed to create exceptional growth, and currently has more than 120,000 customers in 260 destinations throughout the world. ezTel has more than 60,000 customers in the United States and Canada.

Mr. John Bohringer, CEO and president of Cell Wireless Corp., said, "We own all of our telecommunication platforms and VoIP technology. Cell Wireless is in the international markets with products new to ezTel, who have a great presence in the U.S. market that will complement the expansion of the Cell Wireless products. The services and state-of-the-art VoIP technologies of our combined companies will produce outstanding growth potential for our global markets allowing excellent shareholder returns."

Mr. Patric Boggs, CEO and president of ezTel, said, "We have been operating for years on rented platforms and subscribed services at great cost and low efficiency. Cell Wireless will provide so many cost-saving devices that we can immediately become more competitive and profitable in the U.S. market. Our products will allow Cell Wireless a broader range of services to introduce in the international markets and we can both reduce overhead through consolidation."

The transaction will be accomplished by the issuance of 36,000,000 Cell Wireless restricted common shares and $3,500,000 in cash payments for ezTel liabilities. The contingent contract must be funded before completion, but financial arrangements are pending for the cash payment and for working capital of the combined entity. The contingent completion date has not yet been set.

Source: Business Wire

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