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TOPIC: CVBS R/M news.

CVBS R/M news. 16 years 5 months ago #665

  • jamesbm
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[CVBS R/M news.]
Florida-Based Global Digital Solutions, Inc., and Creative Beauty Supply, Inc., Headquartered in New Jersey, Announce Reverse Merger Agreement
Wednesday February 4, 11:46 am ET


WEST PALM BEACH, Fla. & TOTOWA, N.J.--(BUSINESS WIRE)--Feb. 4, 2004--
New Company, to Be Called Global Digital Solutions, Will Focus on

Advanced Communications Solutions

Global Digital Solutions, Inc. ("GDSI"), a privately held company specializing in advanced communications solutions, and Creative Beauty Supply, Inc. (OTC: CVBS - News) announced today that the two companies have signed a reverse merger agreement.

GDSI is based in West Palm Beach, FL, and Creative Beauty Supply, Inc. ("Creative") is headquartered in Totowa, NJ.

Upon completion of the merger, GDSI will own approximately 87 percent of the stock of Creative. Given this ownership percentage, GDSI would be considered the acquiring company for accounting purposes and the transaction would be accounted for as a reverse acquisition of Creative by GDSI.

Shareholders of Creative will vote on the proposed acquisition at an annual meeting to be held within the next 30 days. If Creative shareholders agree, the name of the combined company will be Global Digital Solutions, Inc. (GDSI).

As previously announced, GDSI was formed in late 2003 by former top executives of Applied Digital Solutions, Inc. (Nasdaq: ADSX - News), including former Chairman and CEO Richard J. Sullivan and former Chief Operating Officer Jerome C. Artigliere. GDSI plans to target the lucrative U.S. Government contract market in three specific segments: Communications; Security; and Advanced Parts & Services.

On January 8, 2004, GDSI acquired San Marcos, CA-based Pacific ComTel, a privately held corporation with $15 million in revenue for year-end 2003 and 126 employees. The Company - a telecommunications carrier/integrator, specializing in designing, installing, and maintaining telephony and data networks using copper and fiber cabling - has developed a host of service solutions designed to optimize inter-office communications.

Creative was incorporated in New Jersey on March 15, 1996, as a cosmetic and beauty supply distributor. The company's Board of Directors approved a spin-off of its wholly owned subsidiary, Creative Beauty Supply of New Jersey Corporation, to shareholders of record as of December 31, 2003. The company is finalizing the required SEC filings to complete the spin-off.

The reverse merger between Creative and GDSI will result in the change of control of Creative with the issuance of nearly 24 million common shares of Creative stock to GDSI. Technically, in a reverse merger of this kind, Creative is acquiring 100 percent of GDSI and then changing its name to Global Digital Solutions, Inc.

This transaction will enable GDSI to become a publicly traded company in the over-the-counter market. Initially, GDSI will use Creative's existing OTC ticker symbol: CVBS. That symbol is likely to change in the near future, pursuant to an approval process, to reflect the company's name change.

At their annual meeting, Creative shareholders will also vote on whether to approve the following individuals as officers and directors of the combined company: Richard J. Sullivan (Chairman of the Board); Jerome C. Artigliere (CEO, President, COO and Director); Garret A. Sullivan (Director); Arthur F. Noterman (Director). Richard Sullivan and Garret Sullivan are not related.

In commenting on the transaction and name change, Carmine Catizone, Chairman and CEO, said: "This is a positive step for Creative and our shareholders. This transaction allows us to move forward with our new business plan in a way that is economically beneficial to the company."

Jerome C. Artigliere, CEO and President of GDSI, commented: "We're very pleased with this agreement. With shareholder approval, we'll be able to emerge as a publicly traded company through the transaction. It's a win-win both for shareholders of Creative and GDSI and allows the new company to embrace the benefits and opportunities of the public marketplace."

About Pacific ComTel, Inc.

Headquartered in San Marcos, California, privately held Pacific ComTel also has offices in Sacramento, Ontario, and Monterey. The company's primary emphasis is the design, engineering, installation and maintenance of telephony and computer network cabling systems. This includes indoor and outside plant using fiber optic and copper cabling. The Company also designs, implements and maintains high-speed, state of the art networks in conjunction with its technology partners to provide customers with scaleable, cost effective and reliable systems that meet today's demanding needs and tomorrow's ever-changing requirements. For more information, visit: [url]http://www.pacificcomtel.com.[/url]

About Global Digital Solutions, Inc.

Global Digital Solutions, Inc., (GDSI) is a privately held company with headquarters in West Palm Beach, Florida. In pursuing the lucrative U.S. Government contract marketplace, the Company has identified three key industry segments: Communications; Security; and Advanced Parts & Services. GDSI's business plan calls for generating 70% of its revenues from government contracts and 30% from private sector services.

Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and the Company's actual results could differ materially from expected results. The Company undertakes no obligation to update forward-looking statements to reflect subsequently occurring events or circumstances.



Contact:
Ovations International, Inc.
Matthew Cossolotto, 914-245-9721
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or
Global Digital Solutions, Inc.
Jerome Artigliere, 561-515-6027
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or
Creative Beauty Supply, Inc.
Carmine Catizone, 973-904-0004
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