CXN Circle Grp. Holdings

In the news release, George Foreman Enterprises, Inc. (OTC Bulletin Board: GFME.OB), "George Foreman Enterprises Inks First Deal, Builds Momentum Toward Creation of Lifestyle Brand", issued yesterday, December 1, 2005 by George Foreman Enterprises, Inc. over PR Newswire, the Forward-Looking Statements and Risk Factors were omitted inadvertently. The complete, corrected release follows. LAS VEGAS, Dec. 2 /PRNewswire-FirstCall/ -- George Foreman Enterprises, Inc. (GFME.OB), the lifestyle brand company launched to harness and leverage the George Foreman brand name, today announced a new venture with Circle Group Holdings, Inc. (AMEX:CXN) to promote and market their Z-Trim(R) zero calorie fat replacement ingredient to major food companies, QSR and restaurant franchises, the health and wellness community and the consumer market. The transaction is the first venture announced since the launch of George Foreman Enterprises, Inc. last August. "We created George Foreman Enterprises, Inc. to build a lifestyle brand that harnesses the power of the George Foreman name," said George Foreman, Co- Chairman of George Foreman Enterprises. "The agreement with Circle Group is the perfect way to kick start our new venture as this deal will help us begin to actualize our vision of creating a lifestyle brand empire based on health, fitness, quality and the embodiment of the American dream. Z-Trim is designed to help people lead healthier, more active lives, and that is exactly what George Foreman Enterprises was created to do. As everyone knows, I love to find terrific products that everyone doesn't know about just yet. Z-Trim is my new secret, and I am looking forward to working toward turning it into another national treasure." Z-Trim, which was developed by Dr. George Inglett, a leading scientist at the Department of Agriculture, and then exclusively licensed by the U.S. government to Circle Group, is a natural zero calorie fat-substitute made from the hulls of corn, oats, soy, rice, barley. The product lowers 25% to 50% of calories and fats in most foods without negatively affecting taste or texture. "After years of research and development, we have unquestionably proven that Z-Trim(R) can substantially reduce harmful Trans and saturated fats and add healthy insoluble and soluble dietary fiber which can be beneficial to heart patients and diabetics," commented Dr. Inglett. "As our nation's obesity crisis continues to mount, we believe Z-Trim can be a powerful tool in helping people to lead more healthy lifestyles, particularly as the product can improve digestion without any of the negative side effects sometimes associated with other fat substitutes." Z-Trim, which is being marketed as both an ingredient brand to major food companies and restaurants, as well as a product sold directly to consumers, is anticipated to receive a welcome response from both key audiences as it generally can't be detected when formulated correctly in dairy, dressings, dips, sauces, baked goods, processed meats, snack foods, cookies, pies, cakes, icings, brownies, bars, ice cream, milk shakes and many other foods. "With an unprecedented track record of successful salesmanship, we are honored that George and George Foreman Enterprises have chosen to help bring Z-Trim to the public consciousness, with the ultimate goal of improving the health of people everywhere over time," said Greg Halpern, CEO of Circle Group Holdings. "This is sure to be a welcome addition to the current ingredient brands available to the major restaurants and food companies, and a terrific zero fat product option for consumers, particularly as our nation continues to struggle with its expanding waistline." Highlights of the new venture include: -- George Foreman Enterprises and Circle Group Holdings will form a jointly owned limited liability company for the specific purpose of promoting Z-Trim. This LLC will have the rights to use George Foreman's name and likeness to promote Z-Trim. -- George Foreman Enterprises shall have the right, subject to Circle Group Holdings' shareholder approval, after performing certain marketing and media activities, to convert its interest in the LLC into up to 50% of the then outstanding shares of Circle Group Holdings. -- The venture contemplates a targeted and intensive media campaign, spearheaded by George Foreman, including multiple print media, national network, cable television, and radio appearances. -- George Foreman has a personal policy of only endorsing products that he strongly believes are highly beneficial to the public. In line with this policy, and owing to George's strong personal belief that Z-Trim is the right product at the right time, the agreement is an equity- based partnership rather than a straight cash endorsement deal. About George Foreman Enterprises, Inc. In August 2005, George Foreman Enterprises, Inc. entered into a series of definitive agreements with former world heavyweight boxing champion George Foreman allowing the company exclusive future use of his name, likeness, and personal services through the assignment of his intellectual property. The company is designed to leverage the assets of one of the most powerful celebrity athlete brands of all time. George Foreman Enterprises, Inc. will exclusively handle all future business developments related to new uses of George Foreman's intellectual property and prospective licensing agreements. See also http://ztrim.com/gfme.html. The company seeks to maximize the George Foreman name through licensing, join ventures and/or the acquisition of operating companies. Prior to August 2005, George Foreman Enterprises was known as Musicmaker.com and then MM Companies. About Circle Group Holdings, Inc. Circle Group Holdings, Inc. (http://crgq.com/ ) is a pioneer of emerging technology companies. Circle Group Holdings provides small business infrastructure, funding and substantial intellectual capital to bring important and timely life-changing technologies to market through all early phases of the commercialization process. FiberGel Technologies, a wholly owned subsidiary of Circle Group Holdings, owns the worldwide rights to Z-Trim for all fields of use. Invented over many years by Outstanding Senior Research Scientist Dr. George Inglett at the United States Department of Agriculture, Z-Trim is protected by three issued U.S. and International patents with more than 54 additional patents pending. Circle Group Holdings' press releases are available at http://www.crgq.com/HTML/breakingNews.html About Z-Trim(R) Z-Trim is a natural zero calorie fat-substitute made from the hulls of corn, oats, soy, rice, barley that lowers 25% to 50% of calories from fats in most foods without negatively affecting taste or texture. Z-Trim generally can't be detected by consumers when formulated correctly in dairy, dressings, dips, sauces, baked goods, processed meats, snack foods, cookies, pies, cakes, icings, brownies, bars, ice cream, milk shakes and many other foods. It improves texture significantly; makes meats juicier, baked goods moister, dips creamier. Z-Trim lets you to eat more of the foods you love without fear of weight gain and allows you to lose weight without giving up the foods you love. Z-Trim adopts the flavor and mouth feel of most recipes and reduces aftertaste in most foods. It has been proven in studies that a majority of consumers prefer Z-Trim foods over their full-fat counterparts. Z-Trim can substantially reduce harmful Trans and saturated fats and adds healthy insoluble and soluble dietary fiber which can be beneficial to heart patients and diabetics. Z-Trim can improve digestion without any negative side effects sometimes associated with other fat substitutes. Z-Trim has been featured on Fox News "Your World w/ Neil Cavuto"; USA Today, Chicago Tribune, as well as local affiliates of NBC, FOX and CBS. Forward-Looking Statements and Risk Factors Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as "believes", "anticipates," "plans", or "expects" and other statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. The discussion of forward-looking information requires management of the company to make certain estimates and assumptions regarding the company's strategic direction and the effect of such plans on the company's financial results. The company's actual results and the implementation of its plans and operations may differ materially from forward- looking statements made by the company. The company encourages readers of forward-looking information concerning the company to refer to its prior filings with the Securities and Exchange Commission that set forth certain risks and uncertainties that may have an impact on future results and direction of the company. The venture with Circle Group is subject to the company's limited due diligence cancellation condition in the event that third-party analysis of Z- Trim (R) shows results inconsistent with Circle Group's claims of benefits and safety, or based upon the company's determination after meeting with food manufacturers regarding the prospects of securing contracts utilizing Z-Trim (R) and George Foreman in future product campaigns. The company has 60 days from the date of the Agreement to exercise this right. Furthermore, Circle Group is required by American Stock Exchange regulations to obtain shareholder approval prior to issuing 20% or more of Circle Group's common stock pursuant to the new venture. In connection with forming the new venture, the parties will enter into more definitive detailed documentation that will contain more detailed terms of the venture consistent with the agreement. The company's business will depend on the exploitation and protection of its intellectual property. The company's success will depend primarily upon its ability to exploit and protect the intellectual property rights that George Foreman and George Foreman Productions, Inc. have assigned to the company's majority-owned subsidiary George Foreman Ventures LLC. Foreman has entered into numerous licensing, endorsement and other agreements over the last decade, and there can be no assurances that a third party will not assert a claim to some or all of the intellectual property rights that the company believes have been assigned to George Foreman Ventures. In addition, the United States Patent and Trademark Office may cite preexisting trademark applications and registrations by third parties against, and prior trademark owners may oppose, future trademark applications by the company or George Foreman Ventures incorporating the George Foreman name. Further, even if the company or George Foreman Ventures were able to obtain acceptance of its trademark applications by the U.S. PTO, a significant number of similar marks registered by, and licensed to, third parties could diminish the value and protectability of the intellectual property held by the company or George Foreman Ventures. Participation in litigation or regulatory proceedings in the U.S. or other countries, which could result in substantial cost to and diversion of energies by the company and George Foreman Ventures, may be necessary to enforce the trademarks and other rights assigned to George Foreman Ventures, to defend the company, George Foreman Ventures or third parties against potential infringement claims asserted by others or to determine the ownership, scope or validity of the proprietary rights of the company, George Foreman Ventures and others. The parties to such litigation may be larger or better capitalized than the company and better able to support the cost of litigation. An adverse outcome in any such proceedings could subject the company and/or George Foreman Ventures to significant liabilities to third parties, require them to seek licenses from third parties and/or require them to cease using certain or all intellectual property, any of which could have a material adverse effect on the company's business, operating results and financial condition. Contact: Investor Relations: Efrem Gerszberg 732-993-1280 Media: Andrew Bard 212-445-8368 DATASOURCE: George Foreman Enterprises, Inc. CONTACT: Investor Relations - Efrem Gerszberg, +1-732-993-1280, ; Media - Andrew Bard, +1-212-445-8368, Web site: http://ztrim.com/gfme.html http://crgq.com/ http://www.crgq.com/HTML/breakingNews.html

Copyright