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sam1933

09/16/14 1:20 AM

#47775 RE: hummba #47774

ACGX ~...there are no current plans to convert any more preferred shares into common shares at this time.
On or around April 7, 2014 the company approved the authorization of a new series of Preferred Stock –
Series H - along with taking the proper corporate board actions. On or about April 24, 2014 the Secretary
of State of Nevada approved the certificate of designation for these Preferred Series H shares and the
Company uploaded this filing to the OTC Markets website.
The filing authorized up to 2,000,000 Preferred Series H shares to be possibly issued in the future.
This is not a public offering and if any shares are issued it will be to accredited investors with existing
relationships with the company. This may allow the company to raise future capital via equity shares
rather than through debt. It may also allow the company to potentially utilize these shares to help close
potential future mergers or acquisition opportunities if needed.
If the company sells any of these shares the investors/shareholder(s) will pay $1 per share and will receive
4% cumulative preferred shares which will include a cumulative dividend in the form of additional shares.
If the investor/shareholder decides to convert their shares into common shares after holding them for a
minimum of 1 year to cover the restricted time period the preferred shares may be converted into common
shares at a ratio equal to 70% of the average of (or a 30% discount from) the 3 lowest closing prices
during the prior 10 days.
The company will also maintain the right to buyback these shares or allow a lager future investor to
potentially buyout these preferred shares at a price equal to 120% of the original paid amount.
As of August 1, 2014 the company has sold 257,000 Preferred Series H Shares.
This filing is consistent with the company’s desire to reduce its debt and build its equity to be better
position for the future.
...The Company has not sold any of their free trading shares for any compensation or investment. The
Company has not issued any free trading shares using the exemptions related to a Regulation A filing, a
Rule 504 exemption or filed an effective registration statement.
Including Golden State, mentioned above, and other investors/debtors The company has a total of about
$975,000 in long-term notes and/or debentures. These notes can be paid back in cash or stock. The
investors have been working with the company to try to find the best balance between maintaining solid
company fundamentals, growth plans and cash flows while trying not to dilute the stock too quickly to
cause a significant decline in price.
http://www.otcmarkets.com/financialReportViewer?symbol=ACGX&id=124666