On September 5, 2014, Registrant entered into an Agreement and Plan of Merger (the “ Agreement ” ) with ACX Technologies, Inc., a Nevada corporation ( “ ACX ” ), under which Registrant will merge with and into ACX, which will be the survivor in the merger. A copy of the Agreement and Plan of Merger is filed with this Current Report as Exhibit 2. Prior to the signing of the Agreement, there was no known affiliation or material connection between Registrant and ACX.
All outstanding fully diluted common shares of Registrant at the closing of the merger, including the common shares issued in the conversion of outstanding convertible promissory notes, will be exchanged in the merger on the basis of one new, post-merger share of ACX common stock for each 10,000 pre-merger common shares of Registrant issued and outstanding, with any resulting fractional share being rounded up to the next whole number. The ACX common shares issuable in the merger to the pre-merger common shareholders of Registrant, including those common shareholders resulting from the pre-merger conversion of Registrant ’ s outstanding convertible promissory notes, will represent, collectively, ten percent of all of the ACX common stock issued and outstanding immediately upon the closing of the merger.
The total amount of post split shares going to NOHO shareholders would comprise less than 10% of ACX post merger stock.
IMO seems like NOHO became current just to continue NOHO's dumping massive amount of insider shares on the open market with the added benefit of them implementing a a 10,000 to 1 reverse split.
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