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mick

02/21/08 9:45 AM

#3 RE: mick #2

November 28, 2007 - 10:28 AM EST,,,Winsonic McCrary enters into Asset Purchase Agreement with Colonel McCrary Trucking
Winsonic sees asset acquisition as opportunity to strengthen the balance sheet and expedite fulfillment of existing contracts.
ATLANTA, Nov. 28 /PRNewswire-FirstCall/ -- Winsonic Digital Media Group, Ltd. (OTC Bulletin Board: WDMG) announced that on November 20, 2007, Winsonic McCrary, LLC, a newly-created Georgia limited liability company and wholly- owned subsidiary of Winsonic Diversity, LLC, entered into an asset purchase agreement with Colonel McCrary Trucking, LLC, a Georgia limited liability company, and all of the members of Colonel McCrary.

'Historically, Colonel McCrary's business model involved relatively fair margins unique to the trucking industry. We expect that utilizing network integration and asset redeployment in a diversity setting will provide Winsonic McCrary with greater efficiencies, as well as expanded opportunities for revenue growth and operating margins,' said Winston Johnson, Chairman and Chief Executive Officer of Winsonic Digital Media Group.

'We believe that certain of the assets which will be acquired from Colonel McCrary will significantly enhance our contract fulfillment capabilities and to finance certain receivables associated with existing contracts at Winsonic Diversity,' added Mr. Johnson.

Pursuant to the asset purchase agreement, Colonel McCrary will sell substantially all of its assets to Winsonic McCrary. The aggregate purchase price for the assets to be acquired from Colonel McCrary will be 4,287,490 restricted shares of the Winsonic Digital Media Group, Ltd.'s common stock. In addition, as further consideration for the transaction, Winsonic McCrary will assume and discharge certain liabilities and indebtedness of Colonel McCrary. The asset purchase agreement includes representations, covenants and indemnification obligations customary for transactions of this nature. The closing of the transaction will occur following the satisfaction of certain conditions specified in the asset purchase agreement.

In connection with the closing, the members of Winsonic Diversity will make capital contributions to Winsonic Diversity of a sufficient number of shares of the Winsonic Digital Media Group, Ltd.'s common stock to enable Winsonic McCrary to pay the purchase price at closing.

About WinSonic Digital Media Group, Ltd.

WinSonic Digital Media Group, Ltd., based in Atlanta, Georgia, is a facilities-based communications, media distribution, construction, and technology solutions company.

The Company historically has focused on distributing digital content to the public and providing high-speed, high quality, low cost solutions that enable users to view, interact, and listen to all types of audio, online video and digital TV in full screen format.

The Company's subsidiaries: WinSonic Diversity, LLC, Automated Interiors, LLC, Tytess Design and Development, Inc., Winsonic Digital Store, Ltd., and WinSonic Digital Cable Systems Network, Ltd., can deliver customized, bundled solutions to a wider range of customers that include custom wiring, centrally located utilities, project management, telephone, internet, audio/video and digital TV.

Certain statements in this press release which are not historical or current fact constitute 'forward-looking statements' within the meaning of such term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms 'may,' 'will,' 'potential,' 'opportunity,' 'believes,' 'belief,' 'expects,' 'intends,' 'estimates,' 'anticipates' or 'plans' to be uncertain and forward-looking. Such forward-looking statements are based on our best estimates of future results, performance or achievements, current conditions and the most recent results of the company. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission including, but not limited to, its report on form 10-KSB for the year ended December 31, 2006. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or its business or operations.

SOURCE Winsonic Digital Media Group, Ltd.



Source: PR Newswire (November 28, 2007 - 10:28 AM EST)

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