Expertise Technology Innovation Completes Acquisition of UC Hub.Business Editors RANCHO CUCAMONGA Rancho Cucamonga (răn`chō k 'kəmäng`gə), city (1990 pop. 101,409), San Bernardino co., S Calif. , Calif.--(BUSINESS WIRE)--Feb. 17, 2004 Expertise Technology Innovation, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ETIX ETIX Electronic Ticketing ETIX Electronic Traffic Information Exchange (Maryland State Police) ) announced it had completed the previously announced acquisition of United Communications Hub, Inc. ("UC Hub"). As a reverse merger, control of the company changed and UC Hub stockholders now control the Company. The Company issued one and two thirds shares of its Series A Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. ("Series A") for each eight shares of UC Hub outstanding or a total of 4,188,375 shares of Series A. Each share of Series A has 60 votes per share and is convertible into three shares of the Company's common stock. On an as converted basis, UC Hub stockholders will own 12,565,125 shares of common stock while the Company's existing stockholders own 1,987,734 shares. Mr. Larry Wilcox Lawrence Wilcox (born August 8, 1947) is an American actor, best known for his role as Officer Jon Baker in CHiPs, an American television series about the motorcycle officers of the California Highway Patrol. , the Company's new chief executive officer, beneficially owns approximately 38.6% of outstanding common stock on an as converted basis including 586,876 shares subject to an irrevocable proxy in his favor which became effective at the closing and including 187,500 vested options. Because the California Corporations Commissioner issued a permit after a hearing, the Series A shares (and the common stock into which they convert) are not restricted. However, under the Merger Agreement, as amended, UC Hub stockholders may publicly sell only one-twelfth of their outstanding shares each month over the next year. The Company plans to change its name to UCHub Group, Inc. as soon as possible and will then change its trading symbol Trading symbol See: Ticker symbol . Mr. Larry Wilcox, the new chief executive officer of the company, stated, "I am excited that the merger has now closed and that we can now continue to build the Digital Hub vision. Our acquisition strategy and the Digital City vision are exciting to our stockholders and to communities/municipalities. The availability of the public equity markets should be very helpful as we continue to deploy the transactional based Digital Hub business." About UC Hub: UCHub will offer municipalities digital services through a leading edge digital hub. These services are municipal government services, banking services, telecommunication services, health and educational services. The Digital Hub for each digital community will facilitate community communications and transactions for multiple verticals. UC Hub will digitally distribute through its underlying technologies the best of breed services to "Digital Cities." The value consists of proprietary technology, strategic relationships, a leveraged network, existing customers, municipal economic efficiencies, and a one-stop-shop to run a Digital City and its neural network neural network or neural computing, computer architecture modeled upon the human brain's interconnected system of neurons. Neural networks imitate the brain's ability to sort out patterns and learn from trial and error, discerning and extracting . Additionally, UC Hub's AllCom USA subsidiary provides long distance and other telecommunications services throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . For further information, see www.uchub.net and www.allcomusa.com. The statements in this release relating to completion of the acquisition, the building of the Digital Hub business and the anticipated value from the public equity markets are forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 (the "Act"). Additionally words such as "seek," "intend," "believe," "plan," "estimate," "expect," "anticipate" and other similar expressions are forward-looking statements within the meaning of the Act. Some or all of the results anticipated by these forward-looking statements may not occur. Factors that could cause or contribute to such differences include, but are not limited to, the Company's ability to market and sell its Digital Hub concept, implementation of the Digital Hub business, the future market price of ETI (Embed The Internet) An earlier consortium that was devoted to putting Web servers into microcontrollers used in embedded systems. Using a Web server enables access to the device via any Web browser. See Web server and microcontroller. common stock and UC Hub's ability to obtain the necessary financing to support its operations and its planned business expansion. |
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