Cignus Ventures Inc.
OTC Bulletin Board : CGNV

October 09, 2009 15:08 ET

Cignus Ventures Inc. Acquisition of Smartlinx VOIP Networks Private Limited

BELLINGHAM, WASHINGTON--(Marketwire - Oct. 9, 2009) - Cignus Ventures Inc. (the "Company") (OTCBB:CGNV) is pleased to announce that, on October 7, 2009, it completed its acquisition of Smartlinx VOIP Networks Private Limited ("Smartlinx"), a company incorporated under the laws of India. The acquisition of Smartlinx was completed pursuant to the terms of the Share Purchase Agreement dated August 20, 2009 (the "Share Purchase Agreement") among Smartlinx, the Company, Smartlinx Acquisition Corp. ("Cignus Sub"), the Company's wholly owned subsidiary, David K. Ryan and Citiglobal Ltd. ("Citiglobal").

Under the terms of the Share Purchase Agreement, Citiglobal transferred to Cignus Sub all of its right, title and interest in and to Smartlinx. In consideration for Smartlinx, the Company issued to Citiglobal:

  1. 3,250,000 shares of the Company's common stock; and
  1. warrants to acquire 4,250,000 shares of the Company's common stock at a price of $0.02 per share until October 6, 2011.

Concurrently, Citiglobal purchased 10,000,000 shares of the Company's common stock from Mr. Ryan for aggregate proceeds of $10,000. As a result of the sale of his shares to Citiglobal, Mr. Ryan no longer owns any shares of the Company's common stock. Accordingly, the Company experienced a change in control and Citiglobal now controls 67.3% of our issued and outstanding shares of common stock.

Upon completion of the acquisition of Smartlinx, Mr. Ryan resigned as the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director. Following Mr. Ryan's resignation, Abraham Joy was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and as a Director. The Company also appointed Job Thomas Thekkekkara and Nyayapathi Sunder Raj to the Company's Board of Directors upon closing of the acquisition of Smartlinx.

As a result of the Company's acquisition of Smartlinx, the Company has now changed its business focus to provide: (a) live on-line tutoring services that utilize a video enabled model and the Company's "Live Tutor" website ("Live Tutor"); and (b) technical support and back office solutions for Voice-Over Internet Protocol ("VoIP") telephony services.

About Live Tutor

Live Tutor delivers individualized supplemental education to students using a video enabled telephone or Personal Computers and the Company's Live Tutor website (http://bsnl.livetutor.in). Through this fee based service, the Company is able to deliver tutoring and instruction in real time. The Company's initial focus is to develop and implement Live Tutor in India.

Smartlinx had previously entered into an agreement with Bharat Sanchar Nigam Limited ("BSNL"), a broadband service provider in India. As a result of the Company's acquisition of Smartlinx, the Company is now subject to the terms and conditions of the agreement with BSNL. Under the terms of the agreement, BSNL has agreed to provide the Company with access to its broadband customers and assist the Company in marketing Live Tutor.

For more information on Smartlinx: http://smartlinx.co.in/.

This news release may contain, in addition to historic information, forward-looking statements. These statements may involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein, including, but not limited to, risks and uncertainties relating to the Company's implementation of Live Tutor and providing technical support and back office solutions for VoIP telephony services. There is no assurance that the Company will be able to successfully develop and implement its Live Tutor services in India or that it will be able to obtain significant revenues from its Live Tutor services or VoIP Technical Support. In addition, the Company is reliant on its agreement with BSNL to provide it with customers for its Live Tutor services. If BSNL terminates its agreement, the Company will lose a substantial majority of its customers for its Live Tutor services. Readers are cautioned not to place undue reliance on the forward-looking statements made in this news release.

Contact Information

  • Cignus Ventures Inc.
    Abraham Joy
    +1-201-751-0602