Photonics Corp (fka PHOX)

[RULiquid]

PHOX NEW 8K OUT >>> Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 16, 2005, the Registrant completed the acquisition of all the outstanding common stock of ACL Consulting Corp, a privately held Texas corporation for $1,593,000. The assets acquired consist of cash and marketable securities. The registrant exchanged $735,000 in cash, $400,000 in approved but not yet issued preferred stock, and a promissory note payable for $458,000. The assets are being purchased from Mark Lindberg, the CFO of the Registrant. The Registrant has asked for and received an independent valuation of assets. The promissory note is at 6% interest and is to be paid within 12 months in four equal installments starting in January 2006. The preferred stock carries a 6% interest, liquidation value of $400,000, and a conversion option into 12.5% of the then outstanding common stock of the Registrant at the option of the holder.






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