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Re: UgotStocks post# 15515

Tuesday, 07/20/2010 4:27:05 PM

Tuesday, July 20, 2010 4:27:05 PM

Post# of 98209
This gives the gist of merger with action industries. Still does not explain why form-4 was filed under AXMA??

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7292165

In December 2009, the Company began actively pursuing alternative business opportunities, including financings and reverse acquisitions and had discussions with various third parties. Joseph Meuse, the CEO of the Company, and Joseph Passalaqua, an affiliate of the Company, had a brief discussion in December 2009 regarding options for the Company and Kalington, Ltd., a company of which Mr. Meuse was a shareholder. Kalington was a profitable privately-owned company, while the Company had limited operations and lacked profitability. The conversation between Mr. Passalaqua and Mr. Meuse in December 2009 led to a follow up conversation in March 2010 between the two parties. As the parties’ discussions regarding their respective situations and the potential benefits of a transaction progressed, Mr. Meuse formally recused himself from representing the Company and ultimately resigned all of his positions with the Company on March 25, 2010 just prior to the Board formally considering the transaction. Mr. Meuse and his affiliates did not participate on behalf of the Company in the negotiations between the parties, nor did they participate in the vote of the board of directors to approve the transaction. The board was aware of the potential conflict of interest and the Company determined that it would be in its best interest to acquire the profitable operations of Kalington, Ltd while retaining its public company status. Through their legal counsel, the parties negotiated the acquisition agreements in March of 2010 and the transaction closed on March 26, 2010. As a result of our reverse acquisition with Kalington, Action Industries is no longer a shell company and currently has active business operations. Our principal business is now the production of steel wire ranging from 6mm to 10mm in diameter.

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