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ARMANINO FOODS OF DISTINCTION, INC.
 
TO DELAY TERMINATION OF SEC REGISTRATION AND NASDAQ LISTING

Hayward, CA (May 11, 2005) Armanino Foods of Distinction, Inc. (NASDAQ Small Cap Symbol: ARMF) announced today that it is delaying the implementation of its previously announced plan to terminate its SEC registration and NASDAQ listing.  As a result of the delay the Company will not file a Form 15-Certification and Notice of Termination prior to May 15, 2005.  The Company plans to file its 10-QSB with the SEC for the quarter ended March 31, 2005, conduct business as usual and continue to observe all of its current legal and regulatory requirements until a final decision is made with respect to its SEC registration and NASDAQ listing.  William J. Armanino, President and CEO of Armanino Foods said, “The decision of the SEC to postpone the Sarbanes–Oxley Section 404 compliance date for small issuers from 2005 to 2006 has given us time to assess our alternatives to SEC registration termination and NASDAQ delisting since we will not have to commence incurring the significant expense made necessary by the compliance requirements for another year.

“In addition,” Armanino continued, “the SEC has two initiatives underway that may affect 404 compliance requirements for small issuers.  We want to assess those prior to moving forward with our decision to terminate our SEC registration in order to avoid the financial burden imposed by Sarbanes-Oxley compliance. Although we may yet terminate our SEC registration and de-list from NASDAQ, we will also explore other strategic options related to our public company status.”

Armanino is an international food company that manufactures and markets frozen pestos, filled pasta products, meatballs, cooked meat, cooked poultry products, garlic spreads and focaccia to the retail, food service, club stores, institutional, and industrial food industry segments.

This press release contains forward-looking statements within the meaning of U.S. securities laws, including statements regarding the Company's goals and growth prospects. These forward looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those projected, including general economic conditions, fluctuations in customer demand, competitive factors such as pricing pressures on existing products, and the timing and market acceptance of new product introductions, the Company's ability to achieve manufacturing efficiencies necessary for profitable sales at current pricing, and the risk factors listed from time-to-time in the Company's annual and quarterly SEC reports. The Company assumes no obligation to update the information included in this press release. 

 

 

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Revised: February 17, 2006