SOURCE: JPC Capital Partners, Inc.

July 10, 2008 10:56 ET

JPC Capital Partners, Inc. Files Definitive 14C Regarding the Acquisition of DIAS Holding, Inc. and a Special Shareholders Meeting

ALPHARETTA, GA--(Marketwire - July 10, 2008) - JPC Capital Partners, Inc. (OTCBB: JPCI), a licensed broker-dealer based in Alpharetta, Georgia, announced today that it has filed its Definitive 14C with the Securities and Exchange Commission setting the date for a special shareholder meeting. The shareholder meeting will be held on July 30, 2008 to authorize the steps necessary to complete the acquisition of DIAS Holding, Inc. DIAS Holding Inc. f/k/a Componus, Inc. ("Componus"), is a Nevada Corporation involved in the multi-billion dollar industry of providing automotive, trucking, railway and petroleum industries with raw, finished and assembled components.

As previously announced on March 26, 2008, JPC Capital executed a stock purchase agreement and share exchange with Componus. The Agreement provided for the acquisition of Componus by JPC Capital Partners, Inc., whereby Componus will become a wholly owned subsidiary of JPC Capital. In connection with the acquisition of Componus, and after taking into effect a 2 for 1 reverse split of JPC Capital common shares, JPC Capital will issue 89,000,000 total shares of common stock. This will represent approximately 87.25% of the total issued and outstanding common stock of JPCI after the transaction is closed. These shares will be issued in exchange for all of the issued and outstanding shares of Componus. Upon completion of the Closing, Componus intends to elect a new board of directors and appoint new officers. Shareholders owning a controlling interest in JPC Capital have indicated that they intend to vote to approve the acquisition. Upon such vote, JPC Capital expects to complete the acquisition on July 31, 2008.

"We look forward to completing the acquisition of Componus," stated Jack Canouse, chief executive officer of JPC Capital. "We believe that this acquisition is in the best interest of our shareholders and will gain positive attention in the public markets. As the big three US automakers suffer record low sales and earnings due to overwhelmingly high cost in the US, we believe Componus is strategically positioned to exploit the multi-billion dollar metal forging and automotive supply industry between the US, China and other certain Asian countries."

Preliminary unaudited figures provided by Componus indicates that its sales increased to $3,418,102 for the three month period ended March 31, 2008 from $2,178,449 for the three month period ended March 31, 2007. The $1,239,653 or 57% increase in sales reflects deliveries for repeat and new products ordered by existing clients, whose demand increased from the previous year. Gross profit increased to $1,070,042, or 31% of sales, for the three month period ended March 31, 2008 from $704,849, or 32% of sales, over the three month period ended March 31, 2007. The increase reflects the proportional rise relative to sales compared to the previous year.

Upon review of Componus's unaudited first quarter results, Jack Canouse stated, "We are very pleased with the continuing growth and strength of Componus's operations, and we are excited about the future opportunities created by the Componus acquisition."

About DIAS Holding, Inc.

DIAS Holding, Inc. ("Componus") is a Nevada Corporation servicing the multi-billion dollar industry of providing automotive, trucking, railway and petroleum industries with raw, finished and assembled components. The Company's major holdings include Asia Forging Supply Company ("AFS") of Taiwan, a prime contractor for a network of factories throughout Asia, and the Detroit International Auto Salon ("DIAS"), a wholly owned subsidiary, and the largest independent, year-round exhibition center for automotive products. For more information about Componus, please visit http://www.componusinc.com.

About JPC Capital Partners, Inc.

JPC Capital Partners, Inc. has been a licensed broker-dealer since its inception in 1999. It specializes in private placements and financings for public and private companies, as well as certain corporate finance functions, including business consulting and merger and acquisition services. For additional information, visit JPC Capital Partner's website at http://www.jpccapital.com or contact John Canouse at 770-521-1330.

JPC Capital Partners, Inc., member FINRASIPC.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities; such offer may only be made by a prospectus after regulatory requirements are met. Nor shall there be any sale of any securities in any State in which such offer, solicitation or sale would be unlawful under the securities laws of any such State.

Forward-Looking Statements

Please be advised that statements made herein, other than historical data, constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. When used in this report, words such as "believe," "expect," "anticipate," "estimate," "intend," "deem," "see" and similar expressions, as they relate to the Company or its plans or operations, identify forward-looking statements. Such forward-looking statements are based on assumptions made by and information currently available to the Company's management. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations are reasonable, and it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from such expectations include, without limitation, the ability of Componus to execute its business plan, currency and commodity fluctuations, availability of raw materials, raw material cost increases, and severe interest rate increases. The Company can provide no assurance that such cost increases can be passed on to its customers through implementation of price increases for the Company's products. Furthermore, the ability of current management to evaluate the risk and viability of Componus's business plan is limited by current management's lack of experience in Componus's industry. The forward-looking statements contained herein reflect the current views of the Company's management with respect to future events and are subject to those factors and other risks, uncertainties and assumptions relating to the operations, results of operations, cash flows and financial position of the Company. The Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements.

Contact Information

  • Contact:
    John Canouse
    770-521-1330