PRESS RELEASE

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Business/Finance, Aviation and Aerospace, Investments, FL News


Aero Group Announces Restructuring

JACKSONVILLE, FLA. - March 31, 2004 /Send2Press Newswire/ -- Aero Group Incorporated (Pink
Sheets: AROU) announced that it has entered into a Contribution Agreement with, among other
parties, Chicago businessman Kevin F. Flynn.  The transactions that are part of the
agreement include the contribution by Mr. Flynn of $500,000 in cash to the Company and the
contribution of aviation property and equipment by other parties, in exchange for shares of
common stock of the Company and warrants to purchase such stock.  Mr. Flynn also
irrevocably committed to contribute an additional $500,000 in cash to the Company in the
event that on or before December 31, 2004, the Company enters into an irrevocable contract
or contracts with a financially secure party providing for at least $10 million of annual
revenue

The contributions and the issuances of shares and warrants are subject to certain closing
conditions, including Mr. Flynn's satisfaction of his due diligence review of the Company
and stockholder approval of certain aspects of the transaction as required by state law.
The parties also intend for the Company to become fully compliant with all applicable
securities laws and regulations prior to the closing.

Simultaneous with the signing of the Contribution Agreement, the Company issued a warrant
to Mr. Flynn to purchase the number of shares of Company common stock equal to 5% of the
total stock outstanding.  Mr. Flynn is entitled to retain this warrant even if the closing
of the Contribution Agreement does not occur.

"We are delighted to be joining forces with Kevin Flynn," said Mark Daniels, Chief
Executive Officer of the Company.  "Mr. Flynn has a proven record of assisting young
companies and helping take their business to the next level.  We are looking forward to
doing the same with Aero Group.  As part of the transaction we will work diligently to
update all of our filings.  Our goal is to complete our audits, update our filings and
close this transaction by mid summer."

"I am very excited to be working with Mark Daniels and his team given what they have
accomplished over the last 18 months faithfully serving the logistics and training needs of
our NATO allies,"  said Kevin Flynn.  "I view it as an incredible opportunity and we look
forward to continuing the programs Aero Group has begun and secure long term logistics and
training contracts with NATO allies."

Aero Group Incorporated is a Florida-based tactical aviation company in the business of
providing flight training services.

Kevin F. Flynn is Chairman and Chief Executive Officer of Emerald Ventures, Inc., a private
investment holding company.  Emerald Ventures currently manages investments in over twenty
companies.  These investments are in various stages of development from start-up to
publicly traded and include many different industries.

This news release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  Such statements include, but are not limited to,
statements about the benefits of the agreement between Aero Group Incorporated and Kevin F.
Flynn and statements about future financial and operating results, plans, objectives,
expectations and intentions and other statements that are not historical facts.  Such
statements are based upon the current beliefs and expectations of Aero Group Incorporated's
management and are subject to significant risks and uncertainties.  Actual results may
differ from those expressed or implied in the forward-looking statements.  The following
factors, among others, could cause actual results to differ from those set forth in the
forward-looking statements: the failure of the Company to secure additional contracts, the
imposition of governmental restrictions on the ability of the Company to provide its
services to foreign countries, adverse economic conditions generally, the failure of the
Company's stockholders to approve certain transactions contemplated by the Contribution
Agreement, the due diligence condition to closing the Contribution Agreement not being
fulfilled, the failure of the Company to become compliant with all applicable securities
laws and regulations, increased competition and the Company's inability to integrate the
assets contributed in the transaction.

For additional information please visit our web site at http://www.aerogroupinc.com

 
	MEDIA CONTACT: 
	Melissa Ruiz 
	Of AeroGroup Incorporated
	media@aerogroupinc.com 
	+1-904-908-9088  
	

( Pink Sheets: AROU )
     
 
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[ source of news = AeroGroup Incorporated ]
ref: http://www.send2press.com/2archive/2004/pr_04_0331-aerogroup.txt
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