Form 1-A - Offering Statement [Regulation A]

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR JANUARY 29, 2024

AC PARTNERS, INC.

4053 Southwest Rivers End Way

Palm City, FL 34490

(561) 951-2336

OFFERING SUMMARY

Up to 200,000,000 shares of

Class A Common Stock

Minimum investment 10,000 shares at $1,000

SEE “SECURITIES BEING OFFERED”

	Price to Public	Underwriting discount and commissions (2)	Proceeds to issuer (3)	Proceeds to other persons
Per share	$0.100	$0.00325	$0.09675	0
Total Maximum	$20,000,000	$20,000	$19,900,000	0

(1) The Preferred Stock is convertible into Class A Common Stock either at the discretion of the investor or automatically upon effectiveness of registration of the securities in an initial public offering. The total number of shares of the Class A Common Stock into which the Preferred may be converted will be determined by dividing the original issue price per share by the conversion price per share. See “Securities Being Offered” at page 23 for additional details.

(2) The company expects that, not including state filing fees, the amount of expenses of the offering that we will pay will be approximately $20,000 based on the maximum number of shares sold in this offering.

This offering (the “Offering”) will terminate at the earlier of (1) the date at which the Maximum Offering amount has been sold, (2) the date which is one year from this offering being qualified by the United States Securities and Exchange Commission, or (3) the date at which the offering is earlier terminated by the company at its sole discretion. The offering is being conducted on a best-efforts basis with no minimum raise. Provided that an investor purchases shares in the amount of the minimum investment, $1,000 (10,000 shares), there is no minimum number of shares that needs to be sold in order for funds to be released to the company and for this Offering to close, which may mean that the company does not receive sufficient funds to cover the cost of this Offering. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the company. After the initial closing of this offering, we expect to hold closings on at least a monthly basis.

The holders of AC Partners, Inc. preferred stock (the “Preferred Stock”) are entitled to an aggregate vote of three times all other voting eligible shares on all matters submitted to a vote of the stockholders. Holders of Preferred Stock will vote together with the holders of Common Stock as a single class on all matters (including the election of directors) submitted to vote or for the consent of the stockholders of AC Partners. Holders of the Preferred Stock will continue to hold a majority of the voting power of all of the company’s equity stock at the conclusion of this Offering and therefore control the board.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 3. THERE IS NO ASSURANCE THAT THE NECESSARY FUNDS WILL BE RAISED OR THAT THE ISSUER WILL BE ABLE TO DEVELOP THE PROPERTIES DESCRIBED HEREIN.

Sales of these securities will commence approximately 30 days after the approval of this Offering.

The company is following the “Offering Circular” format of disclosure under Regulation A.

TABLE OF CONTENTS


Summary	1

Risk Factors	3

Dilution	8

Plan of Distribution and Selling Securityholders	10

Use of Proceeds to Issuer	12

The Company’s Business	13

Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Shareholders, Directors, Executive Officers and Significant Employees	18

Compensation of Directors and Officers	19

Security Ownership of Management and Certain Securityholders	20

Interest of Management and Others in Certain Transactions	22

Securities Being Offered	23

Financial Statements	F-1

In this Offering Circular, the term “AC Partners,” “we,” “us, “our” or “the company” refers to AC PARTNERS, INC., a Nevada corporation.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

IMAGES CONTAINED IN THIS OFFERING CIRCULAR ARE ARTIST’S IMPRESSIONS AND THE ACTUAL FACILITIES MAY VARY.

SUMMARY

AC PARTNERS, INC. is an early-stage residential and light commercial utility and specialty equipment service devoted to expansion in Florida through acquisitions and joint ventures. The company will focus on companies and operations that have current positive cash flow and a synergy in operation. Main focuses include high end residential, multitenant buildings, light commercial and office buildings that can be upgraded to green/energy efficient operations in both air handling and water treatment with additional opportunities including solar electrical generation.

The company will operate under the brand name “AC Partners” with the consideration given to future name changes due to a diversification of operations outside of the former business. AC Partners was incorporated in 2000 in Nevada.

AC PARTNERS intends to either form operating subsidiaries, enter into joint ventures or provide direct investment into operating companies that supply HVAC equipment and services and water treatment equipment and services to residential and light industrial clients or other operations that provide an opportunity to improve profitability or operations through the implementation of complementary services and equipment.

AC Partners, Inc. has identified the following businesses for operations, acquisitions and joint ventures:

Residential equipment service and replacement of higher end, more energy efficient equipment.

Light commercial operations with HVAC, water treatment and cooling tower operations.

Revenue Plan

The company has current service operations and a water treatment joint venture. Both located on the East Coast of Florida with the objective of expanding the service fleet and service offerings.

The Offering

Securities offered		Class A Common Stock

Class A Stock Common outstanding before the Offering		200,000,000 shares of Class A Common Stock.

Share Price		$0.100 per share

Minimum Investment		$1,000

Use of Proceeds

Proceeds from this Offering will be used to expand services and acquire other operating assets.

Summary Risk Factors

AC Partners is still considered a startup. The company was incorporated in 2000 but only started operating in the HVAC industry in 2017. The Company generates revenues and is profitable at this time and may still not provide a return on investment for approximately 24 months after this offering. Investing in the Company involves a high degree of risk (see “Risk Factors”). As an investor, you should be able to bear a complete loss of your investment. Some of the more significant risks include those set forth below:

	·	This is a very young company.

	·	The growth of AC Partners business is dependent on acquisition of specialty service companies and service personnel that produce revenue at favorable prices.

	·	AC Partners operates in a highly competitive yet demanding market.

	·	Customer complaints or litigation on behalf of our customers, contractors or employees may adversely affect our business, results of operations or financial condition.

	·	The company’s insurance coverage may not be adequate to cover all possible losses that it could suffer and its insurance costs may increase.

	·	The company may not be able to operate its facilities, or obtain and maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements, which could adversely affect its business, results of operations or financial condition.

	·	The company’s development and growth strategy depends on its ability to identify and fund acquisition of other companies operating within the industry in adjacent geographies.

	·	The company’s acquisitions may depend on their ability to obtain favorable financing.

	·	AC Partners depends on a small management team and may need to hire more people to be successful.

	·	The Offering price has been arbitrarily set by the company.

	·	The officers of AC Partners control the company and the company does not currently have any independent directors.

	·	Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement and claims where the forum selection provision is applicable, which could result in less favorable outcomes to the plaintiff(s) in any such action.

	·	There is currently a thinly traded market for AC Partners’ shares.

	·	The interests of AC Partners and the company’s other affiliates may conflict with your interests.

RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks relating to our business

This is a very young company.

The company was incorporated in Nevada in 2000 but the Company instituted its current strategy in 2018. Despite the time since incorporation the company is still a startup company that has recently changed its operations to a new business model. The company is initiating the execution of its business plan discussed herein but its operations have not yet been profitable and the Company has not acquired any additional assets. There is limited history upon which an evaluation of its past performance and future prospects can be made. Statistically, most startup companies fail.

The growth of AC Partners business is dependent on acquisition of specialty service companies and service personnel that produce revenue at favorable prices.

AC Partners is a capital-intensive operation and requires the purchase of equipment, vehicles, tools and make payments. As of the date of this Offering Circular the company has its own operations in West Palm Beach but has not made any acquisitions. The company does not know whether it will be able to acquire additional operators at acceptable purchase terms that are favorable. Finally, if this Offering does not raise enough capital to purchase other operators, the company will need to procure external financing for the purchase of the land and/or construction of the facility.

The company may raise more capital and future fundraising rounds could result in dilution.

AC Partners may need to raise additional funds to finance its operations or fund its business plan. Even if the company manages to raise subsequent financing or borrowing rounds, the terms of those borrowing rounds might be more favorable to new investors or creditors than to existing investors such as you. New equity investors or lenders could have greater rights to our financial resources (such as liens over our assets) compared to existing shareholders. Additional financings could also dilute your ownership stake, potentially drastically. See “Dilution” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations– Plan of Operation” for more information.

Success in residential and light commercial services is highly unpredictable, and there is no guarantee the company’s content will be successful in the market.

The company’s success will depend on its ability to penetrate the residential and light commercial HVAC and water treatment market in South East Florida. Consumer tastes, trends and preferences frequently change and are notoriously difficult to predict. If the company fails to anticipate future consumer preferences in the home, residential or light commercial market, its business and financial performance will likely suffer. The residential and light commercial infrastructure and utility market is very competitive. The company may not be able to develop customers that are become profitable. The company may also invest in acquisitions that end up losing money. Even if one of its acquisitions is successful, the company may lose money in others.

Changes in consumer financial condition, tastes and preferences, particularly those affecting the residential and light commercial capital expenditures, and other social and demographic trends could adversely affect its business. Significant periods of recession or similar circumstances could result in situations where operations and the financial condition of the company are affected. If the company cannot attract customers or retain its existing customers then its financial condition and results of operations could be harmed.

The COVID-19 pandemic could have material negative effects on AC Partners’ planned operations, including entry into customers’ facilities.

The impact of COVID-19 on companies seems to be devolving but its future effects are uncertain. AC Partners’ operations require access to customers’ homes and facilities. At the current time the Federal Government and local states have lifted restrictions which affected the Company’s operations. Any future gathering restrictions or the perceived risk by the company’s customer base due to COVID-19 or other potential pandemics could materially impact the company’s operation and profitability.

AC Partners operates in a highly competitive market.

AC Partners plans to operate in a highly competitive market and faces intense competition. Competitors will include large national service companies such as Lowes and Home Depot, Lennox, Trane, Carrier, and other multi-state service companies. Many of the company’s current and potential competitors have greater resources, longer histories, more customers, and greater brand recognition. Competitors may secure better terms from vendors, adopt more aggressive pricing and devote more resources to technology, infrastructure, fulfillment, and marketing.

Further, AC Partners’ services will compete on a local and regional level with small handyman businesses. The number and variety of competitors in this business will vary based on the location and setting of each operation. Some operations may be situated in intensely competitive areas characterized by numerous service providers. In addition, in most regions, the competitive landscape is in constant flux as new service providers set up operations. As a result of these characteristics, the supply in a given region may exceed the demand for such services, and any increase in the number or quality of service suppliers or the products they provide, in such region could significantly impact the ability of the company’s properties to attract and retain service personnel, which could harm their business and results of operations.

Customer complaints or litigation on behalf of our customers or employees may adversely affect our business, results of operations or financial condition.

The company’s business may be adversely affected by legal or governmental proceedings brought by or on behalf of their residents, customers or employees. Regardless of whether any claims against the company are valid or whether they are liable, claims may be expensive to defend and may divert time and money away from operations and hurt our financial performance. A judgment significantly in excess of their insurance coverage or not covered by insurance could have a material adverse effect on the company’s business, results of operations or financial condition. Also, adverse publicity resulting from these allegations may materially affect the company.

The company’s insurance coverage may not be adequate to cover all possible losses that it could suffer and its insurance costs may increase.

The company has acquired insurance. If there are significant claims then it may not be able to acquire insurance policies that cover future types of losses and liabilities. Further, insurance policies expire annually and the company cannot guarantee that it will be able to renew insurance policies on favorable terms, or at all. In addition, if it, or other companies in the industry, sustain significant losses or make significant insurance claims, then its ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected. If the company’s insurance coverage is not adequate, or it becomes subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by their employees, this could adversely affect the company’s financial condition or results of operations.

The company may not be able to operate its facilities, or obtain and maintain licenses and permits necessary for such operation, in compliance with laws, regulations and other requirements, which could adversely affect its business, results of operations or financial condition.

Each facility is subject to licensing and regulation by the local government, county and/or municipality in which the facility is located. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. In some states, the loss of a license for cause with respect to one facility may lead to the loss of licenses at all facilities in that state and could make it more difficult to obtain additional licenses in that state. The failure to receive or retain a license, or any other required permit or license, in a particular location, or to continue to qualify for, or renew licenses, could have a material adverse effect on operations and the company’s ability to obtain such a license or permit in other locations.

The company’s development and growth strategy depends on its ability to identify and fund acquisition of other companies operating within the industry in adjacent geographies.

A key element of the company’s growth strategy is to acquire other similar or complementary companies. The company has identified a number of acquisition targets but has not formally entered into any agreements. The acquisition targets are predominantly in adjacent geographies where the company will be able to expand its customer base and diversity. The company’s ability to acquire, fund, and develop these companies on a timely and cost-effective basis, or at all, is dependent on a number of factors, many of which are beyond its control, including but not limited to our ability to:

	·	Find quality acquisition targets.

	·	Reach acceptable agreements regarding the acquisition or purchase of locations, and comply with their commitments under any lease agreements.

	·	Comply with applicable zoning, licensing, land use and environmental regulations.

	·	Raise or have available an adequate amount of cash or currently available financing and mortgage terms for fleet expansion and inventory.

	·	Adequately complete acquisition operations.

	·	Timely hire, train and retain the skilled technicians, management and other employees’ necessary to meet staffing needs.

	·	Efficiently manage the amount of time and money used to develop and expand each new acquisition.

If the company succeeds in acquiring and developing an expanded geographical operation in a timely and cost-effective basis, the company may nonetheless be unable to attract enough customers to these new acquisitions because customers may be unfamiliar with the company and its offerings may not appeal to them and the company may face competition from other service providers.

The company’s acquisitions may depend on their ability to obtain favorable financing.

The company intends to secure both financing via this offering and, if necessary for acquisitions and fleet expansion, other financing sources including traditional lending, mortgages on properties and lines of credit. There is no guarantee that the company will be able to obtain financing on favorable terms. In the event that the company is unable to obtain such financing it may limit the company’s ability to effectuate its plans and will increase the costs and expenses of the company, thereby negatively impacting its financial prospects.

AC Partners depends on a small management team and may need to hire more people to be successful.

The success of AC Partners will greatly depend on the skills, connections and experiences of the executives, Kenneth Boutilier , Renee Boutilier and Maurice Cohen. AC Partners has not entered into employment agreements with the aforementioned executives. There is no guarantee that the executives will agree to terms and execute employment agreements that are favorable to the company. Should any of them discontinue working for AC Partners, there is no assurance that the company will continue. Further, there is no assurance that the company will be able to identify, hire and retain the right people for the various key positions.

Risks relating to this Offering and our shares

The Offering price has been arbitrarily set by the company.

AC Partners has set the price of its Common Stock at $0.100 per share. Valuations for companies at AC Partners stage are purely speculative. The company’s valuation has not been validated by any independent third party and may fall precipitously. It is a question of whether you, the investor, are willing to pay this price for a percentage ownership of a start-up company. You should not invest if you disagree with this valuation.

There is no minimum raise which will allow the company to proceed using dollar one to initiate its plan but could result in AC Partners not raising enough financing through the offer to pay for the offer.

AC Partners has not set any minimum raise amount in order to obtain access to funds resulting from this offering. If the company fails to raise the amount required to initiate the offering the company may need to pay for the services out of its operating cash. The investor should read the execution plans to evaluate the risk of a no minimum raise.

The officers of AC Partners control the Company and the Company does not currently have any independent directors.

The current Owners are currently the company’s controlling shareholders. Moreover, they are the company’s executive officers and directors, through their ownership in AC PARTNERS. This could lead to unintentional subjectivity in matters of corporate governance, especially in matters of compensation and related party transactions. The company does not benefit from the advantages of having independent directors, including bringing an outside perspective on strategy and control, adding new skills and knowledge that may not be available within AC Partners, and having extra checks and balances to prevent fraud and produce reliable financial reports.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement and claims where the forum selection provision is applicable, which could result in less favorable outcomes to the plaintiff(s) in any such action.

Investors in this offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the subscription agreement. Section 27 of the Exchange Act does create exclusive federal jurisdiction over all suits brought to enforce and duty or liability created by the Exchange Act or the rules and regulations thereunder. Section 22 of the Securities Act creates a concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the by the Securities Act or the rules and regulations thereunder.

If the company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To the company’s knowledge, the enforceability of a contractual pre-dispute, jury trial waiver in connection with claims arising under the state or federal securities laws has not been finally adjudicated by the courts. However, the company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. The company believes that this is the case with respect to the subscription agreement. Investors should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

If an investor brings a claim against the company in connection with matters arising under the subscription agreement, including claims under federal securities laws, an investor may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of common shares or by AC Partners of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to the subscription agreement.

There is a current market for AC Partners’ shares.

The company is currently listed on OTC Markets Group, Inc under the trading symbol ACPS. Despite the listing the company is very thinly traded. Shares of the company’s Common Stock may eventually be traded to the extent any demand and/or trading platform(s) exists. However, there is no guarantee there will be demand for the shares, or a trading platform that allows you to sell them. Investors should assume that they may not be able to liquidate their investment or pledge their shares as collateral for some time.

Risks Related to Certain Conflicts of Interest

The interests of AC Partners and the company’s other affiliates may conflict with your interests.

The company’s Amended and Restated Certificate of Incorporation, bylaws and Nevada law provide company management with broad powers and authority that could result in one or more conflicts of interest between your interests and those of the officers and directors of AC Partners. This risk is increased by the affiliated entities being controlled by AC PARTNERS and all our officers and directors currently have an interest in AC PARTNERS, through ownership, as an officer or director in AC PARTNERS contractually or any combination thereof. Potential conflicts of interest include, but are not limited to, the following:

	·	AC PARTNERS and the company’s other affiliates will not be required to disgorge any profits or fees or other compensation they may receive from any other business they own separate from the company, and you will not be entitled to receive or share in any of the profits, return, fees or compensation from any other business owned and operated by the management and their affiliates for their own benefit.

	·	The company may engage AC PARTNERS, or other companies affiliated with AC Partners to perform services, and determination for the terms of those services will not be conducted at arms’ length negotiations; and

	·	The company’s officers and directors are not required to devote all of their time and efforts to the affairs of the company.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares. If you invest in our Preferred Stock, your interest will be diluted immediately to the extent of the difference between the Offering price per share of our Preferred Stock and the pro forma net tangible book value per share of our Preferred Stock after this Offering.

As of January 29, 2024, the net tangible book value of the Company was $411,572. Based on the number of shares of Common Stock issued and outstanding as of the date of the offering (1,646,291) that equates to a net tangible book value of approximately ($0.10) per share of Common Stock on a pro forma basis. Based on the total number of shares of Common Stock that would be outstanding assuming full subscription (201,646,291) at total net proceeds of $20,164,629, that equates to approximately $0.0816 of tangible net book value per share.

Thus, if the Offering is fully subscribed, the net tangible book value per share of Common Stock owned by our current stockholders will have immediately decrease by approximately $0.15 without any additional investment on their behalf and the net tangible book value per share for new investors will be immediately diluted by $0.0016 per share. These calculations do not include the costs of the Offering, and such expenses will cause further dilution. Based on 100% subscription of 200,000,000 shares at $0.10:

Offering price per share of Common Stock*	$	0.10
Net Tangible Book Value per share of Class A Common Stock Outstanding (based on 1,646,291 shares)	$	0.44

Increased/Decrease in Net Tangible Book Value per Share Attributable to Shares Offered in the Offering (based on 200,000,000 shares)	$	(0.3372	)
Net Tangible Book Value per Share after Offering (based on 20,000,000 shares)	$	0.1028

Dilution of Net Tangible Book Value per Share to Purchasers in this Offering	$	0.0028

________________________

*before deduction of Offering expenses.

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most often occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

	·	In June 2014 Jane invests $20,000 for shares that represent 2% of a company valued at $1 million.

	·	In December, the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company but her stake is worth $200,000.

	·	In June 2015, the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now owns only 0.89% of the company and her stake is worth only $26,660.

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to number of convertible notes that the company has issued (and may issue in the future, and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

AC PARTNERS, INC. is offering a maximum of 200,000,000 shares of Common Stock on a “best efforts” basis.

The cash price per share of Common Stock is $0.10.

The company intends to market the shares in this Offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular or “testing the waters” materials on an online investment platform.

The offering will terminate at the earliest of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, and (3) the date at which the offering is earlier terminated by AC PARTNERS, INC. in its sole discretion.

The company may undertake one or more closings on an ongoing basis. After each closing, funds tendered by investors will be available to the company. After the initial closing of this offering, the company expects to hold closings on at least a monthly basis.

The company is offering its securities in only specified all states.

Incentives

The company intends to offer marketing promotions to encourage potential investors to invest, which may include offers such as offering a 10% discount on services to AC Partners shareholders.

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT PURCHASE PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

Minimum Offering Amount

The shares being offered will be issued in one or more closings. Investors may only purchase shares in minimum increments of $1,000. Potential investors should be aware that there can be no assurance that any additional funds will be invested in this offering.

Selling Shareholders

No shareholders are currently planning to sell securities into the offering. Owners may sell up to 15% of the overall amount raised; all net proceeds after deduction of founders sale in this offering will go to AC PARTNERS, INC.

Investors’ Tender of Funds

After the Offering Statement has been qualified by the Securities and Exchange Commission (the “SEC”), the company will accept tenders of funds to purchase the shares. Prospective investors who submitted non-binding indications of interest during the “test the waters” period will receive an automated message from us indicating that the Offering is open for investment. (NOTE: AT THIS TIME NO “TEST THE WATER” PRESENTATIONS HAVE BEEN MADE, NO PROSPECTIVE INVESTIONS HAVE SUBMITTED INDICATIONS OF INTEREST AND NO PRESENTATION MATERIALS ARE AVAILABLE). We will conduct multiple closings on investments (so not all investors will receive their shares on the same date). Each time the company accepts funds transferred from the Escrow Agent is defined as a “Closing." The funds tendered by potential investors will be held by our escrow agent, Prime Trust, LLC (the “Escrow Agent”) and will be transferred to us at each Closing. The escrow agreement can be found in Exhibit 8 to the Offering Statement of which this Offering Circular is a part.

Process of Subscribing

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

If you decide to subscribe for the Stock in this Offering, you should complete the following steps:

	1.	Go to AC Partners, Inc. Website, click on the "Invest Now" button;

	2.	Complete the online investment form;

	3.	Deliver funds directly by check, wire, debit card, or electronic funds transfer via ACH to the specified account;

	4.	Once funds are received an automated AML check will be performed to verify the identity and status of the investor;

	5.	Once AML is verified, investor will electronically receive, review, execute and deliver to us a Subscription Agreement.

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision.

If a subscription is rejected, all funds will be returned to subscribers within thirty days of such rejection without deduction or interest. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber. Escrow Agent has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the securities.

The company has engaged Mountain Share Transfer, LLC, a registered transfer agent with the SEC, who will serve as transfer agent to maintain shareholder information on a book-entry basis; there are no set up costs for this service, fees for this service will be limited to secondary market activity. The company estimates the aggregate fee due to the transfer agent for the above services to be $35,000 annually.

USE OF PROCEEDS TO ISSUER

The following discussion addresses the use of proceeds from this Offering. The company currently estimates that, at a per share price of $.10, the net proceeds from the sale of the 200,000,000 shares of Common Stock will likely be $19,900,000 after deducting the estimated offering expenses of approximately $100,000.

The following table breaks down the use of proceeds into different categories under various funding scenarios:

		25%		50%		75%		100%
Gross Proceeds	$	5,000,000	$	10,000,000	$	15,000,000	$	20,000,000

Management Team Build-Up	$	500,000	$	1,000,000	$	1,500,000	$	2,000,000
Acquisitions Preparedness (1)	$	3,500,000	$	8,000,000	$	12,000,000	$	16,000,000
Operational Enhancements (1)	$	1,000,000	$	1,000,000	$	1,500,000	$	2,000,000

____________________________

(1)	Short Term Financing Needs will be adjusted in accordance with Net Proceeds. Adjustments will be made to the schedule to prioritize acquisitions and equipment purchases.

THE COMPANY’S BUSINESS

AC Partners, Inc. has identified the following businesses for operations, acquisitions and joint ventures:

Residential equipment service and replacement of higher end, more energy efficient equipment.

Light commercial operations with HVAC, water treatment and cooling tower operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion includes information from the audited financial statements for the period of FY December 31, 2022 through September 30, 2023 and should be read in conjunction with our financial statements and the related notes included in this Offering Circular. Financials will be completed in accordance with the Regulation A requirements upon approval of this filing.

The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Overview

AC Partners, Inc. is a dynamic company specializing in the design, sales, maintenance, and installation of central air conditioning systems. With a robust presence in the South Florida market, AC Partners is poised for national expansion, catering to both commercial and residential clients.

The company operates in the HVAC industry, a sector generating revenues of over $123 billion. AC Partners distinguishes itself through its comprehensive approach, providing end-to-end services in central air conditioning and heating systems.

AC Partners is currently serving the South Florida region, leveraging its expertise to meet the unique demands of this market. The company recognizes the potential for broader reach and aims to expand nationally, capitalizing on emerging opportunities in the HVAC sector.

The company anticipates that its revenues will come from the following activities:

Financial Forecast

1. Forecast for the Next Four Years - Truck Acquisition Goals and Corresponding Financial Projections

AC Partners aims to acquire a fleet of trucks strategically over the next four years, aligning with the overall growth strategy.

Truck Acquisition Plan:

	·	Year 1:
	·	Acquire 10 trucks, contributing to gross sales of $3.8 million.
	·	Anticipate a gross profit of $1.25 million and a net profit of $780,000.
	·	Year 2:
	·	Expand the fleet to 70 trucks, resulting in gross sales of $23.6 million.
	·	Expect a gross profit of $7.88 million, with a net profit of $5.46 million.
	·	Year 3:
	·	Scale up to 300 trucks, generating gross sales of $101.4 million.
	·	Project a gross profit of $33.77 million, leading to a net profit of $23.4 million.
	·	Year 4:
	·	Achieve a fleet size of 500 trucks, contributing to gross sales of $169 million.
	·	Aim for a gross profit of $56.20 million, with a net profit of $39.10 million.

These projections take into account the aggressive growth strategy of AC Partners, focusing on truck acquisitions and corresponding financial outcomes. The plan is designed to position the company as a major player in the HVAC industry while ensuring financial sustainability and profitability.

B. Vision

1. Launching the Employee Associate Partnership Program

AC Partners envisions the implementation of an innovative initiative - the Employee Associate Partnership Program. This program aims to foster a unique business model where service trucks operate as independent units, each led by an Associate Partner. Through this program, AC Partners seeks to:

	·	Empower Associates: Provide a controlled business environment for Associates to operate independently while benefiting from AC Partners' support.
	·	Supply Essential Resources: Offer licensing, insurance, marketing, buying power, training, and management support to Associates.
	·	Promote Ownership: Associates will have the opportunity to share in ownership, fostering a sense of commitment and accountability.

2. Managing Both the Back and Front of the Business

AC Partners recognizes the significance of efficient management in both operational and customer-facing aspects of the business. The vision includes:

	·	Holistic Management: AC Partners aims to manage both the back and front of the business seamlessly.
	·	Operational Excellence: Streamlining internal processes to enhance productivity, reduce costs, and improve overall efficiency.
	·	Customer-Focused Approach: Ensuring a strong focus on customer service, sales, and satisfaction to maintain a competitive edge.

3. Focus on Continuous Training for Staff and Reducing Industry Costs

AC Partners places a strategic emphasis on investing in its workforce and optimizing industry costs. The vision involves:

	·	Continuous Training: Implementing state-of-the-art training programs for staff to enhance their skills and provide the best possible service to customers.
	·	Reducing Industry Costs: Strategizing to minimize industry-specific costs, including employee turnover and theft, which are identified as significant challenges.
	·	Innovation and Efficiency: Exploring innovative solutions and technologies to streamline operations and further reduce overall costs.

This vision outlines AC Partners' commitment to a sustainable and growth-oriented business model that not only benefits the company but also empowers its workforce and addresses industry challenges.

Revenue is derived from contracts with our customers, revenue also is recognized in accordance with ASC 605. As such, the Company identifies performance obligations and recognizes revenue over the period through which the Company satisfies those obligations. Any contracts that by nature cannot be broken down by specific performance criteria will recognize revenue on a straight-line basis over the contractual term of period contract.

Results of Operations

For the 9 months ending September 30, 2023 the Company had revenues of $1,380,122 compared to the 9 months ending September 30, 2022 revenues of $970,134.

Total operating expenses from for the 9 months ending September 30, 2023 were $582,640. All expenses came from administrative as well as equipment and maintenance.

As a result of the foregoing, the company generated a net profit of $102,455 through September 30, 2023.

Monthly Operating Expenses

At the commencement of this Offering, AC Partners will be responsible for all of its monthly operating expenses.

All monthly expenses will be reported quarterly. Monthly operating expenses include the following:

	·	salaries and benefits,

	·	compensation to contractors,

	·	expenses related to local marketing, promotion and public relations,

	·	travel,

	·	legal and accounting, and

	·	insurance and technology.

Plan of Operation

Upon completion of this Offering, the company intends to fund operations with the proceeds from this Offering and use mortgage financing to advance the purchase of the land, construction of the facility, design of the facility, use of architects, and hiring of employees. Approximate costs for each stage of developing a facility are as follows:

	·	Acquisitions Preparedness: up to $16,000,000

	·	Management Team Build-Up: up to $2,000,000

	·	Operational Enhancements: up to $2,000,000

Launching the Employee Associate Partnership Program

	·	Empower Associates: Provide a controlled business environment for Associates to operate independently while benefiting from AC Partners' support.
	·	Supply Essential Resources: Offer licensing, insurance, marketing, buying power, training, and management support to Associates.
	·	Promote Ownership: Associates will have the opportunity to share in ownership, fostering a sense of commitment and accountability.

AC Partners aims to acquire a fleet of trucks strategically over the next four years, aligning with the overall growth strategy. In year 1 they look to acquire 10 trucks, contributing to gross sales of $3.8 million. Anticipate a gross profit of $1.25 million and a net profit of $780,000.

Liquidity and Capital Resources

As of September 30, 2023, the Company’s cash on hand was $206,330. For the 9 months ending September 30, 2023, the Company had revenues of $1,380,122 compared to the 9 months ending September 30, 2022, revenues of $970,134. Total operating expenses for the 9 months ending September 30, 2023, were $582,640. All expenses came from administrative as well as equipment and maintenance. As a result of the foregoing, the company generated a net profit of $102,455 through September 30, 2023. The Company wished to raise capital through this offering to expedite the expansion throughout Florida with its business plan that has proven to be profitable.

Indebtedness

As of the balance sheet date, the company reports no long-term commitments and has no contingencies. There are no significant contractual obligations extending into the long term, and the company is not currently subject to any potential liabilities or uncertainties that would require disclosure as contingencies. This information is crucial for stakeholders and investors to understand the company's financial standing and potential future obligations or risks.

SHAREHOLDERS, DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The table below sets forth the directors of the company.

Name	Position	Age	Term of Office (If indefinite give date of appointment)
Kenneth Boutilier	Director	69	Feb 2, 2018
Peter Raider	Director	63	Feb 2, 2018

The table below sets forth the officers of AC PARTNERS.

Name	Position	Age	Term of Office (If indefinite give date of appointment)
Kenneth Boutilier	President	69	Feb 2, 2018
Renee Boutilier	Chief Financial Officer	66	Feb 2, 2018
Maurice Cohen	Chief Service Officer	77	Feb 2, 2018
Simeao Paschalides	Manager	66	Jan 1, 2020

Biographies

Kenneth Boutilier (President and Director)

With 30 years' experience in the HVAC industry, Kenneth Boutilier leads AC Partners, bringing a wealth of knowledge from his background as a restaurant owner-operator.

Renee Boutilier (Chief Financial Officer)

Renee Boutilier, with 15 years in the financial industry and a decade as AC Partners' CFO, manages the financial aspects of the company.

Maurice Cohen (Chief Service Officer)

Maurice Cohen, a veteran with 38 years in Commercial HVAC, oversees service operations and contributes his extensive experience to AC Partners.

Simeao Paschalides (Manager)

Simeao Paschalides, experienced in planning, estimating, and construction, plays a crucial role in managing property maintenance and operations.

Peter Raider (Director)

Peter Raider, a seasoned professional with 30 years' experience in buying and selling businesses, provides expertise in marketing and negotiations.

Donald R. Keer, P.E., ESQ. (Corporate Attorney)

Mr. Keer is an attorney and a professional engineer who spent the first half of his career as a construction project manager working for Fluor Corporation and then local developers in New Jersey and Pennsylvania. Mr. Keer has also been an expert witness for various construction issues including delay damages, building code standards, construction technologies and insurance claims.

For the past 25 years Mr. Keer has represented business clients working on construction projects, real estate development, mergers and acquisitions and publicly traded companies to ensure their businesses and construction projects move forward in a timely manner. He is a sole practitioner and has had his own law practice for 25 years.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Name	Position	Annual Compensation
Kenneth Boutilier	President	$	26,000
Renee Boutilier	Chief Financial Officer	$	13,000
Maurice Cohen	Chief Service Officer	$	N/A
Simeao Paschalides	Manager	$	N/A
Peter Raider	Director	$	N/A

All compensation will be on behalf of the company by AC Partners, Inc. and allocated to the subsidiaries.

In the future, the company will have to pay its officers, directors and other employees, which will impact the company’s financial condition and results of operations, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The company may choose to establish an equity compensation plan for its management and other employees in the future. Further, as the company grows, the company intends to add additional executives.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

GENERALLY

AC PARTNERS, INC. is authorized to issue 500,000,000 shares of common stock, $0.001 par value per share, in the Company and 50,000,000 shares of preferred stock. As of September 30, 2023, 1,646,291 shares of common stock, 494,000 shares of Series A Preferred Stock have been issued and outstanding. No additional stock issuances have been made since November 24, 2019. See “Principal Shareholders.”

We have reserved 200,000,000 shares of common stock for this issuance under AC PARTNERS, INC.’s private placement. The Company has not issued any options.

COMMON STOCK

Holders of outstanding shares of common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders. Except as may be required by applicable law, holders of outstanding shares of common stock vote together as a single class. Holders of a majority of the outstanding shares of common stock constitute a quorum at any meeting of shareholders.

SERIES A PREFERRED STOCK

For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.  NO DIVIDEND RIGHTS AND NO SINKING FUND PROVISIONS

Voting Rights:

a.	If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number shall have voting rights equal to three (3) times the sum of:
	i.	The total number of shares of Common Stock which are issued and outstanding at the time of voting, plus,
	ii.	The total number of votes granted to any preferred stock series which are issued and outstanding at the time of voting.
b.	Each individual share of Series A Preferred Stock shall have the voting rights equal to three times the sum of all shares of Common Stock issued and outstanding all the time of voting plus the cumulative voting rights of all preferred stock series issued and outstanding at the time of voting divided by the number of shares of Series A Preferred Stock issued and outstanding at the time of voting.

Conversion

The holder of the Series A Preferred Stock shall have the right, from time to time, to convert shares of Series A Preferred Stock at the conversion ration of one hundred shares (100) share of Common Stock for each single (1) share of Series A Preferred Stock. Shares of Series A Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio herein prior to the reverse split. The conversion rate of the Series A Preferred Stock would increase proportionally in the case of forward splits, and my not be diluted.

Restricted Securities

Principal Shareholders

Title of Class

Name and Address of beneficial owner (1)

Amount and

Nature of

beneficial

ownership

Amount and

Nature of

beneficial

ownership

acquirable (2)

Percent of

class (3)

Series A Preferred

Kenneth Boutilier; Palm City, FL

494,000

100%

The following table sets out, as of January 29, 2024 AC Partners voting securities that are owned by our executive officers, directors and other persons holding more than 10% of the company’s voting securities.

Name	Common Shares	Series A Preferred Shares
Kenneth Boutilier (1)	1,600,000	494,000
Peter Raider (1)	286

______________________

(1) Shares issued to founders

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Management Services Agreement and Employment Agreements

No Management Services Agreement is in place with any of the management team. Employment Agreements will be executed and they will include industry standard salaries, benefits and vacations and non-compete agreements.

SECURITIES BEING OFFERED

AC Partners, Inc. is offering Common Stock in this Offering. The company is qualifying up to 200,000,000 shares of Common Stock under this Offering Statement, of which this Offering Circular is part.

AC Partners authorized capital stock consists of 500,000,000 shares of Common Stock (the “Common Stock”), at $0.001 par value, of which 1,646,291 shares are Common Stock are issued, and 494,000 share of Series A Preferred Stock, at $0.001 par value, of which 494,000 shares are issued

The following is a summary of the rights of AC Partners’ capital common stock as provided in its Amended and Restated Certificate of Incorporation, and Bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Common Stock

Shares of our common stock have the following rights, preferences and privileges:

Voting

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the voting power present in person or represented by proxy, except in the case of any election of directors, which will be decided by a plurality of votes cast. There is no cumulative voting.

Dividends

Holders of our common stock are entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for payment, subject to the rights of holders, if any, of any class of stock having preference over the common stock. Any decision to pay dividends on our common stock will be at the discretion of our board of directors. Our board of directors may or may not determine to declare dividends in the future. The board’s determination to issue dividends will depend upon our profitability and financial condition any contractual restrictions, restrictions imposed by applicable law and the SEC, and other factors that our board of directors deems relevant. Dividends, if any, are declared at the discretion of the Board of Directors. (I got this from the disclosure)

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the company, the holders of our common stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full, or provided for payment of, all of our debts and after the holders of all outstanding series of any class of stock have preference over the common stock, if any, have received their liquidation preferences in full.

Other

Our issued and outstanding shares of common stock are fully paid and nonassessable. Holders of shares of our common stock are not entitled to preemptive rights. Shares of our common stock are not convertible into shares of any other class of capital stock, nor are they subject to any redemption or sinking fund provisions.

PREFERRED STOCK

The Company’s Board of Directors is authorized to issue shares of Preferred Stock in one or more series with each series containing such rights, privileges and preferences as may be established by the Board of Directors from time to time.

Our shares of Series A Preferred Stock:

	·	NO DIVIDEND RIGHTS AND NO SINKING FUND PROVISIONS

	·	If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number shall have voting rights equal to three (3) times the sum of: i. The total number of shares of Common Stock which are issued and outstanding at the time of voting, plus, ii. the total number of votes granted to any preferred stock series which are issued and outstanding at the time of voting.

	·	Each individual share of Series A Preferred Stock shall have the voting rights equal to three times the sum of all shares of Common Stock issued and outstanding all the time of voting plus the cumulative voting rights of all preferred stock series issued and outstanding at the time of voting divided by the number of shares of Series A Preferred Stock issued and outstanding at the time of voting.

	·	The holder of the Series A Preferred Stock shall have the right, from time to time, to convert shares of Series A Preferred Stock at the conversion ratio of one hundred shares (100) share of Common Stock for each single (1) share of Series A Preferred Stock. Shares of Series A Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio herein prior to the reverse split. The conversion rate of the Series A Preferred Stock would increase proportionally in the case of forward splits, and my not be diluted.

For a complete description of AC Partners’ capital stock, you should refer to its Amended and Restated Certificate of Incorporation and Bylaws, and applicable provisions of the Florida General Corporation Law.

AC PARTNERS, INC.

Index to Financial Statements


Balance Sheet as of December 31, 2022 (Unaudited)	F-2
Statement of Profit and Loss for the Annual Period ended December 31, 2022 and 2021 (Unaudited)	F-3
Restated Statement of Operations for the Annual Period ended December 31, 2022 and 2021 (Unaudited)	F-4
Statement of Shareholders’ Equity for the Annual Period ended December 31, 2022 and 2021 (Unaudited)	F-5
Statement of Cash Flows for the Annual Period ended December 31, 2022 and 2021 (Unaudited)	F-6
Notes to Financial Statements as of December 31, 2022 (Unaudited)	F-7


Balance Sheet as of September 30, 2023 (Unaudited)	F-12
Statement of Profit and Loss for the period from January 1, 2023 through September 30, 2023 (Unaudited)	F-13
Statement of Operations for the period from January 1, 2023 through September 30, 2023 (Unaudited)	F-14
Statement of Shareholders’ Equity for the period from January 1, 2023 through September 30, 2020 (Unaudited)	F-15
Statement of Cash Flows for the period from January 1, 2023 through September 30, 2023 (Unaudited)	F-16
Notes to Financial Statements as of September 30, 2023 (Unaudited)	F-17

F-1

AC PARTNERS, INC.

BALANCE SHEET

YEAR ENDING

DECEMBER 31, 2022

	December 31, 2022			December 31, 2021
ASSETS
Current Assets
Cash and Cash Equivalents	$	119,907		$	230,962
Accounts Receivables		186,544			93,613
Inventory		18,470			17,841
Total Current Assets		324,921			342,416

Fixed Assets
Fixed Assets		159,135			202,170
Accumulated Depreciation		(49,592	)		(49,592	)
Total Fixed Assets		109,543			152,578

Other Assets
Andi Series B Preferred Shares		153,000			153,000
Long Term Note		20,100			–
Total Other Assets		173,100			153,000

Total Assets	$	607,564		$	647,994

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	29,210		$	16,330
Sales Tax Payable		19,478			19,478
Total Current Liabilities		48,688			35,808

Other Liabilities
Truck Loan		13,328			29,754
Federal Loan		31,600			31,600
Total Liabilities		93,616			97,162

Stockholders’ Equity
Stockholders’ Equity		256,549			256,549
Accumulated Earnings		294,283			250,150
Prior Period Adjustment		(22,935	)		–
Net Income (Loss)		(13,949	)		44,133
Total Stockholders’ Equity		513,948			550,832

Total Liabilities and Stockholders’ Equity	$	607,564		$	647,994

The accompanying notes are an integral part of these financial statements.

F-2

AC PARTNERS, INC.

PROFIT AND LOSS

YEAR ENDED

DECEMBER 31, 2022

	December 31, 2022			December 31, 2021
Revenue	$	1,420,996		$	1,004,674
Sales Tax		(18,485	)		(16,143	)
Net Revenue		1,402,511			988,529
Cost of Goods Sold		801,613			505,669
Gross Profit		600,899			482,860

Expenses
Insurance Expense		14,063			24,590
WCB Expense		9,793			6,411
Payroll Expense		363,433			214,222
Rent and Utilities		18,823			24,441
Entertainment and Travel		23,143			16,020
Phone Expense		5,047			4,669
Professional Fees		6,018			14,571
Fuel and Repairs		75,427			40,606
Office Expense		11,305			14,903
Office Supplies		7,819			3,784
Transfer Agent and OTC		8,350			17,368
Subcontractors		14,942			14,159
Training Expense		–			2,519
Permits		2,782			1,585
Bank Charges		5,297			3,192
Federal Tax		9,268			9,060
State Tax		190			–
Bad Debt Expense		39,146			–
Depreciation Expense		–			26,627
Total Expenses		614,847			438,727

Net Income (Loss)	$	(13,949	)	$	44,133

The accompanying notes are an integral part of these financial statements.

F-3

AC PARTNERS, INC.

RESTATED STATEMENT OF OPERATIONS

YEAR ENDED

DECEMBER 31, 2022

	December 31, 2022			December 31, 2021
Revenue	$	1,402,511		$	988,529
Cost of Goods Sold		801,613			505,669
Gross Profit		600,899			482,860
Operating Expenses		614,847			438,727
Net Income (Loss)	$	(13,948	)	$	44,133

Basic & Diluted Gain (Loss) per share	$	(.0085	)	$	.0268

Weighted Average Number of Shares Outstanding		1,646,291			1,646,291

The accompanying notes are an integral part of these financial statements.

F-4

AC PARTNERS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

YEAR ENDING

DECEMBER 31, 2022

	Number of Shares		Common Stock Amount		Preferred A Stock		Preferred A Stock Amount		Additional Paid in Capital		Retained Earnings				Total

Balance December 31, 2021		1,646,291	$	2,744		494,900	$	49	$	253,756	$	550,832		$	807,381

Net Income (Loss)		–		–		–		–		–		(13,948	)		(13,948	)
Prior Period Adjustment		–		–		–		–		–		(22,935	)		(22,935	)
Balance December 31, 2022		1,646,291	$	2,744		494,900	$	49	$	253,756	$	513,948		$	770,497

AC PARTNERS, INC.

(A DEVELOPMENTAL STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

YEAR ENDING

DECEMBER 31, 2021

(UNAUDITED)

	Number of Shares		Common Stock Amount		Preferred A Stock		Preferred A Stock Amount		Additional Paid In Capital		Retained Earnings			Total

Balance December 31, 2020		1,646,291	$	2,744		494,900	$	49	$	253,756	$	506,699	$	763,248

Net Income (Loss)		–		–		–		–		–		44,133		44,133
Balance December 31, 2021		1,646,291	$	2,744		494,000	$	49	$	253,756	$	550,832	$	807,381

The accompanying notes are an integral part of these financial statements.

F-5

AC PARTNERS, INC.

STATEMENT OF CASH FLOWS

YEAR ENDED

DECEMBER 31, 2022

	December 31, 2022			December 31, 2021
Cash Flows from Operation Activities
Net Gain (Loss)	$	(13,948	)	$	44,133
Prior Period Adjustment		(22,934	)		–
Adjustments to Cash Used in Operation Activities
Depreciation of Fixed Assets		–			26,627
Increase in Accounts Receivables		(92,931	)		(38,954	)
Increase in Inventory		(629	)		(5,841	)
(Increase) Decrease in Fixed Assets		43,035			(43,035	)
Increase in Long Term Note		(20,100	)
Decrease in Accounts Payables		–			(13,709	)
Net Cash provided by operating activities		(94,627	)		52,866

Cash Flows from Financing Activities
Decrease in Long Term Debt		(16,426	)		(17,051	)
Net Cash provided by financing activities		(16,426	)		(17,051	)

Cash Flows from Investing Activities		–			–

Net Increase (Decrease) in Cash		(111,053	)		35,815
Cash and cash equivalents at beginning of period		230,962			195,147
Cash and cash equivalents at end of period	$	119,907		$	230,962

Cash - Ending of Period December 31, 2020		195,148
Cash - Ending of Period March 31, 2021		242,585
Cash - Ending of Period June 30, 2021		164,364
Cash - Ending of Period September 30, 2021		205,404
Cash - Ending of Period December 31, 2021		230,962
Cash - Ending of Period March 31, 2022		243,640
Cash - Ending of Period June 30, 2022		232,663
Cash - Ending of Period September 30, 2022		167,643
Cash - Ending of Period December 31, 2022		119,907

The accompanying notes are an integral part of these financial statements.

F-6

AC PARTNERS, INC.

Notes to Financial Statements

Period Ending December 31, 2022

(Unaudited)

Note 1.

Summary of Significant Accounting Policies

Revenue Recognition

Accounts Receivable

Account receivable is reported at the customers’ outstanding balances, less any allowances for doubtful accounts. Interest is not accrued on overdue accounts receivable.

Allowance for Doubtful Accounts

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

Stock Based Compensation

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grant of stock, grant of stock options and issuance of warrants that are recognized in the consolidation statement based on their fair value at the date of grant.

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of the stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the tie stock options are granted and warrant are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

F-7

Loss Per Share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, “Earnings Per Share.” Basic earnings (loss) per share is computed by dividing the income (loss) available to common shareholders by the weighted average number of common shares available.

Diluting earnings (loss) per share is computed by similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

Cash and Cash Equivalents

For the statements of cash flows, the Company considers cash and cash equivalents to include stable, highly liquid investments with maturities of three months or less.

Concentration of Credit Risk

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution from time to time may exceed the federally-insured limit.

Depreciation

Equipment is stated at cost less accumulated depreciation. Major improvements are capitalized while minor replacements, maintenance and repairs are charged to current operations. Depreciation is computed by applying the straight-line method over the estimated useful lives, which are generally three to five years.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the Unites States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Business Segments

ASC 280 “Segment Reporting” requires us of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it has one operating segment as of December 31, 2018.

Income Taxes

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes”. The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method require the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax basis and financial reporting basis of other assets and liabilities.

F-8

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying.

Note 2.

Income Taxes

Deferred income tax assets and liabilities are computed annually or differences between financial statement and tax basis of assets and liabilities that will result in taxable or deductible the differences are expected to affect to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

The effective tax rate on the new loss before income taxes differs in the U.S. statutory rate as follows:

	December 31, 2022
U.S. statutory rate		21.00%
Less valuation allowance		-21.00%
Effective tax rate		0.00%

The significant components of deferred tax assets and liabilities are as follows:

		December 31, 2022

Deferred tax assets
Net operating losses	$	(13,948	)
Deferred tax liability
Net deferred tax assets		(0	)
Less valuation allowance		0
Deferred tax assets - net valuation allowance	$	(0)

On an interim basis, the Company has a net operating loss carryover of approximately $0.00 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.

The Company adopted the provisions of ASC 740-10-50, formally FIN 48, and “Accounting for Uncertainty in Income Taxes.” The Company had no material unrecognized income tax assets or liabilities as of December 31, 2022.

The Company’s policy regarding income tax interest and penalties to the expense those items as general and administrative expenses but to identify them for tax purposes. During the year ending December 31, 2021, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction. We are not currently involved in any income tax examinations.

F-9

Note 3.

Depreciation

Additions and expenditures for improving or rebuilding existing assets that extend the useful life are capitalized. The Company did not own any depreciable assets during the period from inception through the year ending December 31, 2022.

Note 4.

Related Party Transactions

None.

Note 5.

Stockholders’ Equity

The holders of the Company’s common stock are entitled to one vote per share of common stock held. As of December 31, 2022, the Company had 1,646,291 shares issued and outstanding.

Note 6.

Commitments and Contingencies

Commitments:

The Company currently has no long-term commitments as of our balance sheet date.

Contingencies:

None as of our balance sheet date.

Note 7.

Net Income (Loss) Per share

The following table sets forth the information used to compute basic and diluted net income per share attributable to the Company for the year ending December 31, 2022.

	December 31, 2022

Net Income (Loss)	$	(13,948	)

Weighted-average common shares outstanding basic:		1,646,291
Weighted-average common stock		1,646,291
Equivalents Stock Options		0
Warrants		0
Convertible notes		0
Weighted-average common shares outstanding diluted		1,646,291

F-10

Note 8.

Notes Payable

No notes payable.

Note 9.

Subsequent Events

AC Partners buys 625,000 Series B Preferred shares Andiamo, Inc. for 250,000 shares of ACPS stock.

AC Partners lends $65,500 note at 15% to Donald Keer and Sustainable Water Solutions, Inc. (SWS) Notes is secured by 1,000,000 shares of Sustainable Water Solutions and 5,000,000 series F Preferred B stock of Andiamo, Inc.

June 20, 2019 AC Partners to reinstate Series A Preferred stock class 1,000,000 shares of Preferred Stock par value of 0.001 per share.

September 16, 2019 AC Partners buys back 249,285 shares of 144 common stock.

November 24, 2019 AC Partners buys back 598,271 shares of 144 common stock.

November 24, 2019 Ken Boutilier CEO exchanges 49,400,000 shares of 144 common stock into 494,000 Series A Preferred shares.

F-11

AC PARTNERS, INC.

BALANCE SHEET

THE PERIOD ENDING

SEPTEMBER 30, 2023

	September 30, 2023			December 31, 2022
ASSETS
Current Assets
Cash and Cash Equivalents	$	206,331		$	119,907
Accounts Receivables		157,093			186,544
Inventory		26,480			18,470
Total Current Assets		389,904			324,921

Fixed Assets
Fixed Assets		211,732			159,135
Accumulated Depreciation		(49,592	)		(49,592	)
Total Fixed Assets		162,140			109,543

Other Assets
Andi Series B Preferred Shares		153,000			153,000
Long Term Note		20,008			20,100
Total Other Assets		173,008			173,100

Total Assets	$	725,052		$	607,564

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	25,560		$	29,210
Sales Tax Payable		–			19,478
Total Current Liabilities		25,560			48,688

Other Liabilities
Truck Loan		51,488			13,328
Federal Loan		31,600			31,600
Total Other Liabilities		86,627			44,928
Total Liabilities		108,648			93,616

Stockholders’ Equity
Stockholders’ Equity		256,549			256,549
Accumulated Earnings		306,630			294,283
Prior Period Adjustment		–			(22,935	)
Net Income (Loss)		53,225			(13,949	)
Total Stockholders’ Equity		725,052			513,948

Total Liabilities and Stockholders’ Equity	$	680,454		$	607,564

The accompanying notes are an integral part of these financial statements.

F-12

AC PARTNERS, INC.

PROFIT AND LOSS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2023

	Three Months Ended							For Nine Months Ended
		September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenue		$	519,214		$	413,780		$	1,399,513		$	984,053
Sales Tax			(7,606	)		(7,663	)		(19,391	)		(13,919	)
Net Revenue			511,608			406,117			1,380,122			970,134
Cost of Goods Sold			260,246			297,333			695,027			609,254
Gross Profit			251,362			108,784			685,095			360,880

Expenses
Insurance Expense			10,634			6,264			18,149			12,093
WCB Expense			4,017			4,176			10,447			7,224
Payroll Expense			137,585			99,000			332,532			236,165
Rent and Utilities			1,492			4,296			5,941			15,351
Entertainment and Travel			5,593			2,505			26,977			19,590
Phone Expense			1,530			1,386			4,416			3,678
Professional Fees			1,438			1,305			4,589			4,731
Fuel and Repairs			17,074			20,273			52,159			58,726
Office Expense			4,870			3,733			10,697			8,341
Office Supplies			706			894			4,342			6,563
Transfer Agent and OTC			4,110			3,950			8,220			8,350
Subcontractors			3,216			–			8,671			9,618
Permits			561			–			2,077			1,990
Bank Charges			1,957			1,299			4,049			3,592
Federal and State Taxes			–			–			7,669			9,458
Bad Debt Expense			3,354			–			81,705			–
Total Expenses			198,137			149,081			582,640			405,458

Net Income (Loss)		$	53,225		$	(40,296	)	$	102,455		$	(44,578	)

The accompanying notes are an integral part of these financial statements.

F-13

AC PARTNERS, INC.

RESTATED STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2023

	Three Months Ended					For Nine Months Ended
	September 30, 2023		September 30, 2022			September 30, 2023		September 30, 2022
Revenue, net	$	511,608		406,117		$	1,380,122	$	970,134
Cost of Goods Sold		260,246		297,333			695,027		609,254
Gross Profit		251,362		108,784			685,095		360,880
Operating Expenses		198,137		149,081			582,640		405,458
Net Income (Loss)	$	53,225	$	(40,296	)	$	102,455	$	(44,578	)

Basic & Diluted Gain (Loss) per share	$	.011	$	.013		$	.029	$	(.002	)

Weighted Average Number of Shares Outstanding		1,646,291		1,616,291			1,646,291		1,646,291

The accompanying notes are an integral part of these financial statements.

F-14

AC PARTNERS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR NINE MONTHS ENDED

SEPTEMBER 30, 2023 & 2022

	Number of Common Shares		Common Stock Amount		Preferred A Stock		Preferred A Stock Amount		Additional Paid in Capital		Accumulated Earnings (Deficit)			Total

Balance March 31, 2022		1,646,291	$	2,744		494,900	$	49	$	253,756	$	268,554		$	525,103

Net Income		–		–		–		–		–		21,446			21,446
Balance June 30, 2022		1,646,291	$	2,744		494,900	$	49	$	253,756	$	290,000		$	546,549

Prior Period Adjustment		–		–		–		–		–		(22,934	)		(22,934	)
Net Income (Loss)		–		–		–		–		–		(40,297	)		(40,297	)
Balance September 30, 2022		1,646,291	$	2,744		494,900	$	49	$	253,756	$	271,348		$	483,318

Net Loss		–		–		–		–		–		(13,948	)		(13,948	)
Balance December 31, 2022		1,646,291	$	2,744		494,900	$	49	$	253,756	$	257,400		$	513,948

Net Income		–		–		–		–		–		30,311			30,311
Balance March 31, 2023		1,646,291	$	2,744		494,900	$	49	$	253,756	$	287,711		$	544,260

Net Income		–		–		–		–		–		18,919			18,919
Balance June 30, 2023		1,646,291	$	2,744		494,900	$	49	$	253,756	$	306,630		$	563,179

Net Income		–		–		–		–		–		53,225			53,225
Balance September 30, 2023		1,646,291	$	2,744		494,900	$	49	$	253,756	$	359,855		$	616,404

The accompanying notes are an integral part of these financial statements.

F-15

AC PARTNERS, INC.

STATEMENT OF CASH FLOWS

NINE MONTHS ENDED

SEPTEMBER 30, 2023

	September 30, 2023			September 30, 2022
Cash Flows from Operation Activities
Net Income (Loss)	$	102,455		$	(44,580	)
Prior Period Adjustment		–			(22,934	)
Adjustments to Cash Used in Operation Activities
Decrease (Increase) in Accounts Receivables		29,451			(21,193	)
Decrease (Increase) in Inventory		(8,010	)		4,192
Decrease (Increase) in Fixed Assets		(52,597	)		43,034
Decrease (Increase) in Long Term Note		92			(20,100	)
(Decrease) Increase in Accounts Payables		(23,128	)		11,023
Net Cash provided by operating activities		48,263			(50,558	)

Cash Flows from Financing Activities
(Decrease) Increase in Long Term Debt		38,160			(12,761	)
Net Cash provided by financing activities		38,160			(12,761	)

Cash Flows from Investing Activities		–			–

Net Increase (Decrease) in Cash		86,423			(63,319	)
Cash and cash equivalents at beginning of period		119,907			230,962
Cash and cash equivalents at end of period	$	206,330		$	167,643

Cash - Ending of Period March 31, 2021		242,585
Cash - Ending of Period June 30, 2021		164,364
Cash - Ending of Period September 30, 2021		205,404
Cash - Ending of Period December 31, 2021		230,962
Cash - Ending of Period March 31, 2022		243,640
Cash - Ending of Period June 30, 2022		232,663
Cash - Ending of Period September 30, 2022		167,643
Cash - Ending of Period December 31, 2022		119,907
Cash – Ending of Period March 31, 2023		158,337
Cash – Ending of Period June 30, 2023		91,735
Cash – Ending of Period September 30 2023		206,330

The accompanying notes are an integral part of these financial statements.

F-16

AC PARTNERS, INC.

Notes to Financial Statements

Period Ending September 30, 2023

(Unaudited)

Note 1.

Summary of Significant Accounting Policies

Revenue Recognition

Accounts Receivable

Account receivable is reported at the customers’ outstanding balances, less any allowances for doubtful accounts. Interest is not accrued on overdue accounts receivable.

Allowance for Doubtful Accounts

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivables are charged off against the allowance when collectability is determined to be permanently impaired.

Stock Based Compensation

F-17

Loss Per Share

Cash and Cash Equivalents

For the statements of cash flows, the Company considers cash and cash equivalents to include stable, highly liquid investments with maturities of three months or less.

Concentration of Credit Risk

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution from time to time may exceed the federally-insured limit.

Depreciation

Use of Estimates

Business Segments

Income Taxes

F-18

Recent Accounting Pronouncements

Note 2.

Income Taxes

The effective tax rate on the new loss before income taxes differs in the U.S. statutory rate as follows:

	September 30, 2023
U.S. statutory rate		21.00%
Less valuation allowance		-21.00%
Effective tax rate		0.00%

The significant components of deferred tax assets and liabilities are as follows:

		September 30, 2023

Deferred tax assets
Net operating losses	$	53,225
Deferred tax liability
Net deferred tax assets		(0	)
Less valuation allowance		0
Deferred tax assets - net valuation allowance	$	(0)

F-19

Note 3.

Depreciation

Note 4.

Related Party Transactions

None.

Note 5.

Stockholders’ Equity

Common Stock

The holders of the Company’s common stock are entitled to one vote per share of common stock held. As of September 30, 2023, the Company had 1,646,291 shares issued and outstanding.

Note 6.

Commitments and Contingencies

Commitments:

The Company currently has no long-term commitments as of our balance sheet date.

Contingencies:

None as of our balance sheet date.

Note 7.

Net Income (Loss) Per share

The following table sets forth the information used to compute basic and diluted net income per share attributable to the Company for the year ending September 30, 2023.

	September 30, 2023

Net Income (Loss)	$	53,225

Weighted-average common shares outstanding basic:		1,646,291
Weighted-average common stock		1,646,291
Equivalents Stock Options		0
Warrants		0
Convertible notes		0
Weighted-average common shares outstanding diluted		1,646,291

F-20

Note 8.

Notes Payable

No notes payable.

Note 9.

Subsequent Events

AC Partners buys 625,000 Series B Preferred shares Andiamo, Inc. for 250,000 shares of ACPS stock.

June 20, 2019 AC Partners to reinstate Series A Preferred stock class 1,000,000 shares of Preferred Stock par value of 0.001 per share.

September 16, 2019 AC Partners buys back 249,285 shares of 144 common stock.

November 24, 2019 AC Partners buys back 598,271 shares of 144 common stock.

November 24, 2019 Ken Boutilier CEO exchanges 49,400,000 shares of 144 common stock into 494,000 Series A Preferred shares.

F-21

PART III

INDEX TO EXHIBITS

2.1	Articles of Incorporation *
2.2	Articles of Merger *
2.3	Bylaws *
3.1	Certificate of Designation - Preferred Series A - Consent of Directors *
3.2	Certificate of Designation - Preferred Series A Consent of Majority Shareholders *
3.3	Written Consent of Stockholders and Directors *
4.1	Form of Subscription Agreement *
12.1	Attorney opinion on legality of the offering **
13.1	“Test the waters” materials **

___________________________

	*	Filed herewith.
	**	To be Filed with final submission.

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in State of Florida, on January 29, 2024.

AC PARTNERS, INC.

By: /s/ Kenneth Boutilier

By: Kenneth Boutilier
President and Director of AC PARTNERS, INC.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Renee Boutilier

Renee Boutilier, Chief Financial Officer

Date: January 29, 2024



/s/ Peter Raider
Peter Raider, Director

Date: January 29, 2024

III-2

Exhibit 2.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

IGLUE, INC.

ARTICLE I

The name of the corporation shall be iGlue, Inc. (the "Corporation").

ARTICLE II

The period of its duration shall be perpetual.

ARTICLE III

The Corporation is organized purpose of conducting any lawful business for which a corporation may be organized under the laws of the State of Nevada.

ARTICLE IV

The aggregate number of shares that the Corporation will have authority to issue is Two Hundred Ten Million (210,000,000) shares will be Common Stock, with a par value of $0.001 per share. Shares of any class of common stock may be issued, without shareholder action, from time to time in one or more series as may from time to time be determined by the board of directors. The board of directors of this Corporation is hereby expressly granted authority, without shareholder action, and within the limits set forth in the Nevada Revised Statutes, to:

(i) designate in whole or in part, the powers, preferences, limitations, and relative rights, of any class of shares before the issuance of any shares of that class;

(ii) create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the powers, preferences, limitations, and relative rights of the series, all before the issuance of any shares of that series;

(iii) alter or revoke the powers, preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares;

(iv) increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series; provided that, the number may not be decreased below the number of shares of the series then outstanding, or increased above the total number of authorized shares of the applicable class of shares available for designation as a paii of the series;

(v) determine the dividend rate on the shares of any class of shares or series of shares, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that class of shares or series of shares;

(vi) determine whether that class of shares or series of shares will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(vii) determine whether that class of shares or series of shares will have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors determines;

(viii) determine whether or not the shares of that class of shares or series of shares will be redeemable and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(ix) determine whether that class of shares or series of shares will have a sinking fund for the redemption or purchase of shares of that class of shares or series of shares and, if so, the terms and amount of such sinking fund;

(x) determine the rights of the shares of that class of shares or series of shares in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that class of shares or series of shares; and

(xi) determine any other relative rights, preferences and limitations of that class of shares or series of shares.

The allocation between the classes, or among the series of each class, of unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution, shall be as designated by the board of directors. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation's bylaws or in any amendment hereto shall be vested in the common stock. Accordingly, unless and until otherwise designated by the board of directors of the Corporation, and subject to any superior rights as so designated, the Common Stock shall have unlimited voting rights and be entitled to receive the net assets of the Corporation upon dissolution.

ARTICLE V

Provisions for the regulation of the internal affairs of the Corporation will be contained in its Bylaws as adopted by the Board of Directors. The number of Directors of the Corporation shall be fixed by its Bylaws.

ARTICLE VI

The Corporation shall indemnify any person against expenses, including without limitation, attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is permitted and provided for by the laws of the State of Nevada then in effect.

ARTICLE VII

To the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes as the same exists or may hereafter be amended, an officer or director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages.

ARTICLE VIII

The Corporation expressly elects not to be governed by or be subject to the provisions of sections 78.378 through 78.3793 of the Nevada Revised Statutes or any similar or successor statutes adopted by any state which may be deemed to apply to the Corporation from time to time.

ARTICLE IX

Pursuant to the Order of the District Court of Clark County, Nevada entered April 19, 2016 in the cause known as In the Matter of iGlue, Inc., cause no. A-16-733031-P a copy of which is attached as Annex A hereto, (the "Order") and incorporated by reference herein, the Petitioner in said case, Barton Hollow Limited Liability Co., a Nevada limited liability company, was appointed custodian of the Corporation. As required under the Order, and pursuant to NRS 78.347(4), Barton Hollow Limited Liability Co., states as follows:

	A.	Neither Barton Hollow Limited Liability Co., nor its affiliates or subsidiaries have been found to have violated, or otherwise been convicted of, any criminal, administrative, civil or Financial Industry Regulatory Authority, or Securities and Exchange Commission, regulation or statute;
	B.	Barton Hollow Limited Liability Co., made various unsuccessful attempts, including February 4, 2016, to contact the last known officers and directors of iGlue, Inc. to demand that the corporation comply with corporate formalities and to continue its business;
	C.	Barton Hollow Limited Liability Co., is now actively pursuing the business of Air Transport Group Holdings, Inc., in an effort to further the interest of its stockholders;
	D.	Pursuant to the Order, Barton Hollow Limited Liability Co was required to reinstate the corporate charter of iGlue, Inc., and has done so effective as of April 19, 2016

SIGNATURE

The undersigned hereby certifies on behalf of IGLUE, INC., a corporation duly organized and existing under the laws of the State of Nevada (the “Corporation”) that:

1. The undersigned is the President and Secretary, respectively, of the Corporation.

2. The foregoing Amended and Restated Articles of Incorporation have been duly approved by a majority vote of the Board of Directors.

3.The foregoing Amended and Restated Articles of Incorporation has been duly approved by the required vote of the shareholders in accordance with Nevada Corporations Code.

I further declare under penalty of perjury under·the laws of the State of Nevada that the matters set forth in this certificate are true and correct of our own knowledge.

IN WITNESS WHEREOF, the undersigned officers have signed this Amended and Restated Articles of Incorporation this 19^th day of April, 2016.

	/s/ Adam S. Tracy
	By: Barton Hollow, LLC as Custodian of iGlue, Inc.
	Name: Adam S. Tracy
	Its: Managing Member
	Title: President


	/s/ Adam S. Tracy
	By: Barton Hollow, LLC as Custodian of iGlue, Inc.
	Name: Adam S. Tracy
	Its: Managing Member
	Title: Secretary

Sworn to before me this 19^thday of April, 2016.

Filed in the office of I D<,cument Numb<!l· K _h_ ! 20170203352 - 25 Barbara K. Cegavs ; k / e ()g/ 2 ()<l 1 TtS•OOAM Secretarv of State • Entity Number C29846 - 2000 State of Nevada BARBARA K. CEGAVSKE Secretary of State 202 North Carson Streat Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78 . 390) USE fllACK INK OHLY • DO HOT HIGHLIGHT ABOVE SPACE IS FOR OF1'lCI= USE ONLY • Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of corporation: IGLUE, INC. 2. The articles have been amended as follows: (provide article numbers, if available) That the articles be amended so that the authorized common shares are to be incerease to 500,000,000 at a par value ofS0.001 3 . The vote by which the stockholders holding shares in the corporatio n entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by dasses or series . or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Una.m i IA.3 O Time: 4. Effective date and time of filing: (optional) Date: LJ, I - l t (must not be later than 90 days after the certificate is filed) 5 . Signature: (required} X · t : Signature of Officer ·tt any proposed amendment would alter or c : hange any preference or any relatiVe or other right given to any dass or series of outstanding ShareS, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majo,jty of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof . This form must be accompanied by appropriate fees. IMPORTANT: Failure to inclu any of ttte above infofmation and submit with lhe proper fees may cause this filing to be rejected. Nevada Seaaary ol Slate Amend Prollt - Ml!r Revised: 1 - 5 - 15 I

IGLUE, INC. RESOLUTION OF BARTON HOLLOW, LLC, AS COURT APPOINTED CUSTODIAN The undersigned, being the Court - appointed custodian of iGlue, Inc . , a Nevada corporation (the "Corporation"), acting in accordance with Section 78 . 347 of the Nevada Revised Statutes, hereby consents to the adoption of the following resolutions : Appointment of Director WHEREAS, in accordance with the Section 78 . 347 of the Nevada Revised Statutes, Barton Hollow, LLC, a Nevada limited liability company, was appointed Custodian of the Corporation pursuant to an Order of District Court of Clark County, Nevada, cause no . A - 16 - 733031 - P, on April 19 , 2016 (the "Order")(the "Custodian")(See Exhibit A) ; I 1 WHEREAS, pursuant to Section 78 . 347 of the Nevada Revised Statutes Order, the Custodian is authorized to take any actions on behalf of the Corporation that are reasonable, prudent, or for the benefit of the Corporation . WHEREAS, the Custodian deems it to be in the best interest of the Corporation and its stockholders to adopt the following resolutions ; NOW, THEREFORE, BE IT RESOLVED, that the following persons are elected as directors of the Corporation to serve until the next annual meeting and election of their successors : Kenneth Boutilier Peter Raider FURTHRE RESOLVED, that any appointment of any other Director is hereby terminated, such Directors having abandoned their position and otherwise failed to participate in any meeting of the Corporation's stockholders for a period no less than four ( 4 ) years . Consent WHEREFORE, this Consent shall have the same force and effect as a majority vote cast at a meeting of the shareholders duly called, noticed, convened and held in accordance with the law, the Articles oflncorporation, and the Bylaws of the Corporation .

Effective date: April 4 , 2017 BARTON HOLLOW, LLC, a Nevada limited liability company As Court - Appointed Custodian for iGlue, Inc., a Nevada corporation 2 By: dam S. Tracy Its : Managing Member ,C:: '. .i,h /1 Signed before me this D day of (.ll pr - 1' / , 2017 MEGAN RUETTIGER Official Seal Notary Public • State of Illinois My Commission Expires Nov 7, 2020

STATE OF NEVADA BARBARA K. CEGAVSKE SecretaJ) ' of Stare KIAmERLEY PERONDI Deputy Secrera1y for Commercial Recordings Commercial Recordings Division 202 N. Carson street Carson City, NV89701 - 4201 Telephone (77 5) 684 - 5708 Fax(775) 684 - 7138 OFFICEOF THE SECRETARY OF STATE KEN BOUTILIER NV Special Handling Instructions: FSC EMAIL SAE 12/20/17 Charges Amount Price Qty Filing Date/Time Docwnent Nwnber Description $175.00 $175.00 1 12/20/201710:10:12AM 20170535996 - 37 Amendment $125.00 $125.00 1 12/20/201710:10:12AM 20170535996 - 37 24 Hour Expedite $300.00 Total Job:C20171220 - 1463 December 20, 2017 Payments Amount Description Type $300.00 51380840316764511030901 Credit $300.00 Total Credit Balance: $0.00 Job Contents: File Stamped Copy(s): Business License(s): 1 1 KEN BOUTILIER NV

Ullllll llllllll 111111111,IIII ----- -- - BARBARA K. CEGAVSKE Secretary of State 202 North Canson Street Carson City, Nevada 89701 - 4201 (TTS) 684 - 5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) •090204• K Document N umb e r 20170535996 - 37 Filed in the office of . - Barbara K. Cegavske Secretary of State S t ate of Nevada F i l i ng Date and Time 12/20/2017 10:10 AM E nt i ty Number C29846 - 2000 .: USE BLACK INKONLY• DONOT HIGHLIGHT A80V1:SPACE IS FOR OFFICI!USEOHL Y Certificate · of Amendment to Artl . cles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 • After Issuance of Stock) : I a 1 . i : N U a E m , e of corporation: iNc. ·· · · - - - - · · -- -- ·• • • ! i · · - - -- · .. .. ...... . , . •• - ... , .. ... - . ••. ~··, I -- ••U - · - · -- · - -- · -- · - 2. The articles· have been amended as follows: (provid; article numbers, if available) ; cb · a g - f - fr iGLUE , - i N c . t " - AEP - ; , - · hl - . t · c 29s4 i: 2000 : o 1 o " . ; ! En ti ty Number: C29846 - 2000 · NV Business ID: NV20001468200 - - - · · -- ··"'· -- · ·· · · • · - · · -- · ·· -- ·· · -- · · · · - · - · - · ·· · -- ·· -- · - · -- - ·· -- - ; ! - -- · - - - - - - •• - • - ··, I ! ! i 1 1 ' i I --- · ---- - · · - · - ·· ... . . J 3 . The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the . case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is : : 400,000,000 • i • • - • - • • •• - • • • • • - •• • M •••• M - - M • - - • • • - - • ---- - •••••> ..l 5. Signature: (required) X Signature of Officer *If any proposed amendm t would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then e amendment must be approved by the vote, in addition to the affirmative vote otherwise requirad, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof . ' Date: 12/20/2017 ! 4Ef.fective date and time of filing: (optional) Time: . ------ · _J (must not be later than 90 days after the certificate Is flied) This form must be accompanied by appropriate fees. IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. Nevada Secre1aty of StateAmend Profit - Me, ReYfsed: 1 - 6 - 15 - ·· · -

st,CRETARY OF STA.'J'E NEVADA STATE BUSINESS LICENSE AC PARTNERS, INC. Nevada Business Identification# NV20001468200 Expiration Date: November 30, 2018 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada . Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on December 20, 2017 K. Barbara K. Cegavske Secretary of State You may verify this license at www.nvsos.gov under the Nevada Business Search. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which by law cannot be waived.

Exhibit 2.2

I 111111111111111111111111111111111111111 •140105• BARBARA I(. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Articles of Merger (PURSUANT TO NRS 92A . 200) Page 1 Fi l e d in the office of D oc u me n t Number K. - r 20170279897 - 92 B a rb ara K. Ce g a v ske Fil i ng D ate and Time • • • 06/27/2017 9:58 AM Se creta ry o f St a te St ate of N e v ada En tit y N u mber E0302542017 - 2 use 81.ACK INK OHLY • 00 NOT HJGHUGHT ABOVE SPACE 18 FOR OFFICE USE ONLY 1) Name and Jurisdiction of organization of each constituent entity (NRS 92A.200): Articles of Merger (Pursuant to NRS Chapter 92A) Ƒ If there are more than four merging entitles, check box and attach an a 112 - lC 11" blank sheet containing the required Information for e.ach addlUonal entity from article one. IT Ci!:, - uisi tion, In_c: . Name of merging entity Nevada , · - --- ·· - Jurisdiction Corpora ..!_ ion Entity type• Name of merging entity Jurisdiction Entity type • Name of merging entity Jurisdiction Entity type• Name of merging entity Jurisdiction and , I - - · --- - - - • • • , • Nf Pait e ? l . f orida ! }.11c . Name of surviving entity Florida Jurisdiction Entity type • : Corpora t ion Entity type• • Corporation, non - prof i t corporation. l i mited partnership , l i mited - liability company or business trust. Filing Fee: $350.00 Th i s form must be accompanied by a ppropriat e fee s. N e vada Secretary o f State S2A Merge r Page 1 Revised : H> - 1 5

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Strfft Cal'ilon City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsoa.gov Articles of Merger (PURSUANT TO NRS 92A.200) Page2 U$E BLACK INK OHLY • DO NOT HIGHLIGHT ABOVE SPACE 16 FOR OFFICE OSE OffLY 2) Forwo1rdlng address where copies of process may be sent by the Secretary of State of Nevada (ff a foreign entity ls the survivor In the merger• NRS 92A.190): Attn : i. c/o : 3)C oseone: [XJ The undersigned declares that a plan of merger has been adopted by each constituent entity jNRS 92A.200). Ƒ The undersig ' ned decfares that a plan of merger has been adopted by the parent domestic entity {NRS 92A.180), 4} Owner's approval (NRS 92A.200) {options a, b or c mu1t be used, 38 applicable, for each entity): If there are more tha , n four merging entities, check box and attach an 8 112• x 11" blank sheet D containing the required Information for each additional entity from the appropriate section of article four. (a) Owner's approval was not requ i red from Name of mergfng entity , If applicab l e r Name of merging entity. if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or ; - ..i Name of surviving entity, If applicable This form must be accompanied by appropriate fees . Nevad a Secretary of S ta te 92A Merger Page 2 Re v ised: 1 - 5 - 15

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Can.on City, Nevada 89701 - 4201 (n5) 684 - 5708 Web&n.: www . nvso&.gov Articles of Merger (PURSUANT TO NRS 92A . 200) Page3 USE BLACK INK ONLY· DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY (b) The plan was approved by the required consent of the owners of* : ! IGL U A c qui i i : Inc . , . a Nevada Corporation .. · - · • Name of merging entity, if applicable .. ... Name of merging entity, if applicable . Name of merging entity, if applicable Name of merging entity, if applicable and, or ; .. ... .. _,. .. ' NC P ers _ of Florida , lnc, a P lorid orporat ! ?!1 . _ Name of surviving ent i ty , if applicable • Unless otherwise provided i n the certificate of trust or govern i ng instrument of a business trust, a merger most be approved by all the trustees and beneficial owners of each business t rust that is a const i tuent ent i ty i n the m e rger . This form must b e accompanied b y appropriate f e es . N e vada S ecr et a ry of St a le 92A Me r g e r Page 3 Rev ise(:!: 1 · 5· 15

BARBARA K. CEGAVSKE Secretary of State 202 North Carson S1reet Carson CJty, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvaos.gov Articles of Merger (PURSUANT TO NRS 92A.200) Page4 USE BLACK IHK ONLY • DO MOT HlGHUGHT ABOVE SPACE IS FOR OFFICE USE ONLY (c) Approval of plan of merger for Nevada non - profit corporation (NRS 92A . 160) : The plan of merger has been approved by the olrectors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of Incorporation of the domestic corporation. Name of merging entity , if applicable Name of merging entity, i f applicable t.... - Name of merging entity, if applicable r - . . Name of merging entity . if applicable and , or ; Name of surviving entity, if applicable This form must be ac c ompanied by a ppropriate lees . Nevada Se cr etary of S tate 92A M erg el' P age 4 R&vised : 1 - 5 - 1 5

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Str t Carson City, Nevada 89701 - 4201 (n5) 684 - 5708 Website: www.nvsos.gov Articles of Merger (PURSUANT TO NRS 92A.200) Page 5 USE Bl.ACK INK ONLY• DO NOT HIGHLIGHT ABOVE SPACE ISFOR OFFICE use ONL y 5) Amendments, If any, to the articles or certificate of the surviving entity. Provide article numbers, If available. (NRS 92A.200)•: r 6) Location of Plan of Merger (ch.ck a orb): D (a) The entire plan of merger is attached; or, 00 (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited - l iability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200) . 7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate la flied) Date: , _ April . 201J I2P • Amended and restated articles may be attached as an exhibit or integrated into the artides of merger. Please entitle them "Restated" or "Amended and Restated." accordingly. T he form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary ln to parent - Nevada parent owning 90% or more ot subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except lhat the name of the surviving entity may be changed. This form must be accompanied by appropriate fees. Newda Secretary of Sta 92A Merger Page 5 Revised : 1•5•15

·· · • i ! BARBARA X. CEGAWKt: Secretary of State 202 North CaNOft Sirfft Ca n City, N Yada - 701 - 4201 tn5)AW108 Wfl>tlte: www . nvao& . gov )GLU A quiri riQn Im : Name of ,n.ergin9 entity X Articles of Merger (PURSUANT TO NRS 92A.200) Page6 U!SE11..ACl<IHK ONI.Y • DO HOT 111Gff1..14Nr A80111! 9PACI! IS FOR OF'FICE U$1!. ONLV 8) SlgnaturN • Muat be •lgn d by: An offlc.,r of Heh Nevada corporation; All ger,eral pllftnet'a of each · Nawda llmtt.d partnen1hlp; All oi,erel pertne, - af · Met, Nevada limltad - llabllity llmllltd partnerahip; A manager of each Ney• limittd - ffablllty company wtth llla111188R or one member If 1Mnt are no maNgeJS; A trustee of e , a · ch Nevada business 1nm (NRS t2A.230)" .,p1eck xand attach an 8 1/2" x 11• blank sheet itlfcifmlltiO'l'I ecn::h •dcltk>n• , I er,ttty from attlde eight. Trustee: Title , 06/2612017 Dale Name of merging entity X Slgnaturf Title Dale . . Name of merging entity X Srgnature T Ue Date Nama of rgln9 ent i ty X Signature . Title Date snd, A/C Pan,ncrs l'lori.da 1 Tnc .. X Slgnab.lrw President Title - 06126/20 I 7 Date • Tha artid or merger must be slgned each fo r eign constituent entity in the manner provided by the law 9011eming it (NRS 92A230) . AddlUonal signature blocks ay ba added to this page or as an attachment. as needed. IMPORTANT: F3ilure to include any of the above informaUon and submit w i th the proper f&eS may cauae 11,js tiling to be rejected . This form must be 1/f.CCompsnloa by appropriate fees . - S "T81B Slale9 Me,g ,..6 R8'1iNd : w, . 15

Exhibit 2.3

AMENDED AND RESTATED BYLAWS

IGLUE, INC.

SHAREHOLDER’S MEETING.

.01

Annual Meetings.

The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the notice of the meeting, on the first week in November of each and every year, at 1:00 p.m., commencing in 2017 but in case such day shall be a legal holiday, the meeting shall be held at the same hour and place on the next succeeding day not a holiday.

.02

Special Meeting.

Special meetings of the shareholders of this Corporation may be called at any time by the holders of ten percent (10%) of the voting shares of the Corporation, or by the President, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of shareholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting.

.03

Notice of Meeting.

Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the secretary or persons authorized to call the meeting to each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation.

.04

Waiver of Notice.

Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

.05

Quorum and Adjourned Meetings.

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

.06

Proxies.

At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

.07

Voting of Shares.

Except as otherwise provided in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholder’s meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

II.

DIRECTORS.

.01

General Powers.

The business and affairs of the Corporation shall be managed by its Board of Directors.

.02

Number, Tenure and Qualifications.

The number of Directors of the Corporation shall be not less than one nor more than thirteen. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

.03

Election.

The Directors shall be elected by the shareholders at their annual meeting each year; and if, for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

.04

Vacancies.

In case of any vacancy in the Board of Directors, the remaining Directors, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Directors whose place shall be vacant, and until his/her successor shall have been duly elected and qualified. Further, the remaining Directors may fill any empty seats on the Board of Directors even if the empty seats have never been occupied.

.05

Resignation.

Any Director may resign at any time by delivering written notice to the secretary of the Corporation.

.06

Meetings.

At any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; the participation by such means shall constitute presence in person at such meeting.

Annual Meeting of Directors.

Annual meetings of the Board of Directors shall be held immediately after the annual shareholders’ meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary.

Special Meetings.

Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

Regular Meetings of Directors.

Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

.07

Quorum and Voting.

A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

.08

Compensation.

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

.09

Presumption of Assent.

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

.10

Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one of more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Articles of Incorporation, adoption a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange, or other disposition of all of substantially all the property and assets of the dissolution of the Corporation or a revocation thereof, designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law.

.11

Chairman of Board of Directors.

The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other powers as the Board may prescribe.

.12

Removal.

Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

III.

ACTIONS BY WRITTEN CONSENT.

Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Directors may be accomplished without a meeting if a written memorandum setting forth the action so taken, shall be signed by all the Directors. Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Shareholders, may be accomplished without a meeting if a written memorandum setting forth the action so taken, shall be signed by holders of a majority of the total outstanding shares of common stock.

IV.

OFFICERS.

.01

Officers Designated.

The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may be held by the same person, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons.

.02

Election, Qualification and Term of Office.

Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified.

.03

Powers and Duties.

The powers and duties of the respective corporate Officers shall be as follows:

President.

The president shall be the chief executive Officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property, business, and affairs, including but not limited to functioning as the secretary and treasurer of the Corporation if the secretary or treasurer is unable to perform his/her duties. He/she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the shareholders and the Board of Directors.

Vice President.

In the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors.

Secretary.

The secretary shall be responsible for:

	1.	Keeping the minutes of the shareholder’s and of the Board of Directors meetings in one or more books provided for that purpose;

	2.	Seeing that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

	3.	Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;

	4.	Keeping a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;

	5.	Signing with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

	6.	Having general charge of the stock transfer books of the corporation; and,

	7.	In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

Treasurer.

Subject to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same; and, at the expiration of his/her term of office, he/she shall turn over to his/her successor all property of the Corporation in his/her possession.

Assistant Secretaries and Assistant Treasurers.

The assistant secretaries, when authorized by the Board of Directors, may sign with the president, or a vice president, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors.

.04

Removal.

The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served thereby.

.05

Vacancies.

The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified.

.06

Salaries.

The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

SHARE CERTIFICATES

.01

Form and Execution of Certificates.

Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may be issued for fractional shares.

.02

Transfers.

Shares may be transferred by delivery of the certificates therefore, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefore has been surrendered to the Corporation.

.03

Loss or Destruction of Certificates.

In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so.

VI.

BOOKS AND RECORDS.

.01

Books of Accounts, Minutes and Share Register.

The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each.

.02

Copies of Resolutions.

Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the president or secretary.

VII.

CORPORATE SEAL.

The Corporation is not required to have a corporate seal.

VIII.

LOANS.

No loans shall be made by the Corporation to its Officers or Directors.

IX.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

.01

Indemnification.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

.02

Derivative Action

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation’s favor by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person’s duty to the Corporation unless and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

.03

Successful Defense.

To the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

.04

Authorization.

Any indemnification under Paragraphs ..01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) is such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph .04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

.05

Advances.

Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee or agent to repay such amount unless it shall ultimately be by the Corporation is authorized in this Section.

.06

Nonexclusivity.

The indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

.07

Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability.

.08

“Corporation” Defined.

For purposes of this Section, references to the “Corporation” shall include, in addition to the Corporation, an constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Trustees, Officers, employees or agents, so that any person who is or was a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, Trustee, Officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

AMENDMENT OF BYLAWS.

.01

By the Shareholders.

These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

.02

By the Board of Directors.

These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board.

XI.

FISCAL YEAR.

The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

XII.

RULES OF ORDER.

The rules contained in the most recent edition of Robert’s Rules or Order, Newly Revised, shall govern all meetings of shareholders and Directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules or order of the Corporation.

XIII.

REIMBURSEMENT OF DISALLOWED EXPENSES.

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69115, 19691 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

Exhibit 3.1

STATE OF NEVADA BARBARA K. CEGAVSKE SecretaJ) ' of Stare KIAmERLEY PERONDI Deputy Secrera1y for Commercial Recordings Commercial Recordings Division 202 N. Carson street Carson City, NV89701 - 4201 Telephone (77 5) 684 - 5708 Fax(775) 684 - 7138 OFFICEOF THE SECRETARY OF STATE AC PARTNERS, INC. NV Special Handling Instructions: FSC,AMEND DESS,EMAIL 02/06/2019 AP Charges Amount Price Qty Filing Date/Time Docwnent Nwnber Description $175.00 $175.00 1 1/28/2019 11:36:39 AM 20190039850 - 07 Amended Designation $175.00 Total Job:C20190129 - 2450 February 6,2019 Payments Amount Description Type $175.00 54947120464969020040201 Credit $175.00 Total Credit Balance: $0.00 Job Contents: File Stamped Copy 1 AC PARTNERS, INC. NV

Document Number 20190039850 - 07 Filed in the office of K. . Barbara K. Cegavske Secretary of State State of Nevada Filing Date and Time 01/28/201911:36 AM En ti ty Number C29846 - 2000 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City,Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY • DONOT HIGHLIGHT 111111111111111111111111111 1111111111111 • I 50303 ƒ ABOVE SPACE IS FOR OFFICE USE ONLY. · Certificate of Amendment to Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78 . 1955 • After Issuance of Class or 1 _ . _ Name . of corporation: - ······ . · . · .· · ·· · - · · ··· ··· - · - · - · · ·· · · - / A C. Partners, Inc, . !!L . · · · - ·· - - · - · ·· . - · ---- · - ·· .. · · - · - ·· · · ........... · - · · - ·. . · ···· - · ·· ·· l ; . ... . . . ... i - · · • - - · -- -- · · · -- - .. - - - . . . . . _,. .. · - ·· - ·· ·• - - · • · · · ... .. . . . . . . . . , . · - · ·· - . _. .. , 2 . Stockholder approval pursuant to statute has been obtained. ; s e 3 . r i T e s h · e A c · l r a e s s f e o r e s d e s r t i o e o s k o . . f st . o . c . . k . . b .. e . in · • g • · a - m · · e · n • d · · e - · d · - : .. - · · - · .. . . .. . . . . ...... ,. . .. - . ··· · · ·· - . - . ·· · .. .. . .. . . . . .. . . . . . .. . . ... .... . . -- · ...... . • . ' I • ... .. .. .. .. . . - · · ·• - • "· ... . - ..... · -- · ····. · · ·· ·· - . ···· - · - · · · - ·· - " ·•· - • . - - .. ·· ·• • · - ··.. •• · ·· - ·· ·· - ·. • .....· - · ..· ·· ·· · ··· · · · - · • · · · ·· -- - · ·· ·· · ····· · · · · · ··· - ·· · · -- -- · - . · . · . · . .. ..... . . .. 1 4 . By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is: i Certifica te of Designation is restated to amend . the · voting and conversion rights of the class. ; • I I !.. - • • • •• • • - - - •• - •• • • - • - -- • - •• - • • - • • , . Y ... • •• • - -- - • W • -- .... - · - •••• • - •• - -- .. ,• - ••• H O ' W • • • • - -- •• • • • • - • - ••• · -- • - • - • -- - ---- • • - - •• • -- ••• .. - .• - • "' • - - - - • . , . • - . • - •• • • • - • •• • - . - .. - .. ••• - -- • • -- • - • _ • , ] , 5. Effective date of filing: (option I al) : • / 6. Signature : (required) ; X Signature of Officer (must not be later than 90 days after the certificate is filed) Filing Fee: $175.00 IMPORT ANT: Failure to · include ar,y of the above i nf ormation andsubmit with the proper feesmay cause this filing to be rejected. This form must be accomp1,nied by appropriate fees . PRINT Nevada Se<;telary ot Slale NRS Amend Designation • Alter Revised: 1 - S - 15

AC PARTNERS, INC UNANIMOUS WRJTTEN CONSENT OF BOARD OF DIRECTORS IN LIEU OF SPECIAL MEETING The undersigned, being all of the Directors (the "Directors") of AC Partners, Inc . a Nevada corporation (the " Corporation''), by unanimous written consent pursuant to the authority contained in the Nevada Corporations Code, in lieu of a special meeting of its Directors, hereby consent to the following resolutions and the actions described therein : RESTATEMENT OF SERIES A PREFERRED STOCK WHEREAS, the Directors deem it in the best interest of the Corporation to restate the Certificate of Designation of the Series A · Preferred Stock Pursuant to Section 78 . 1955 of the Nevada Revised Statutes Law to improve the capitalizatio , n of the Corporation, and WHEK . EAS, in accordance with the Nevada Corporations Code and the Corporation's Bylaws, the Corporation may restate the Certificate of l)esignations of the Series A Preferred Stock hy the unanimous written consent or its Directors . NOW, THEREFORE, RE TT RESOLVED, that pursuant to the provisions of the Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time} (which authorizes I 0 , 000 , 000 shares of preferred stock, par value $ 0 . 001 per share (the "Preferred Stock")), and the authority thereby vested in the Board, the rights of the Series A Preferred Stock may be, and hereby are, restated, and that the designation and number of shares of such series, anti the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the attached • Restated Certificate of Designation . RESO L VED, that the total authorized shares of the Series/ Preferred Sto< .: k will remain at one million ( 1 , 000 , 000 ) shares . GENERAL RESOLUTIONS RESOLVED, that any officer of the Corporation is hereby authorized and directed to take or cause to be taken all such further actions, to cause to be executed and delivered all such further agreements, documents, amendments, requests, reports, certificates, and other instruments, in the name and on behalf of the Corporation . and to take all such further action, as such officer executing the same in his or her discretion may consider nec e ssary or appropriate, in order to carry out the intent and purposes of the foregoing resolutions ; FURTII ER RESOLVED, that this Consent shall have the same force and effect as a majority vote cast a · ta special meeting of the Directors, duly called, noticed, convened and held in accordance with the law, the Articles of Incorporation, and the Bylaws of the Corporation . I l t t •

r Dated; Januar}j!L, 2019 BOARD OF DIRECTORS: Ken Boutilier Director Name Sworn to before me this7,{ day of January, 2019 - h ... CtL( Notary Public • Sharon MOffl5QO NOTARYPlJIUC . STATE OF FLORIDA Comm# GG220C5t E Excires 512112022 Peter Raider Director Name nirector Signature Sworn to before me this_ day of January, 2019 Notary Public

w Dated; January,r_: 2019 BOARD Of' DIRECTORS: Ken Boutilier Director Name Director Signature Sworn to before me this_ day of January, 20 I 9 Notary Public Peter Raider Director Name 'Director Signature Sworn to before me thisdJday of January, 2019 i · - , / , ' n "j / , '. No t v - K ihi7 · · · - - - - - . - . .. !"" • r / LORt IA. r;•H.rimH ttt NOTARY PU&LIC - STATE OF NfW YORK No. O CA6019640 Quglifled In we,tcho$1er Counly /. - ;J MV comr,,tuion hplre1 Feb, ory 08. 2. 0 Lr

AC PARTNERS, INC ACTION BY WRITTEN CONSENT OF SHAREHOLDERS OF AC PARTNERS, INC. IN LIEU OF SPECIAL MEETING WHEREAS, pursuant to the applicable statutes and Bylaws of this Corporation, it is 1.it:erm:d desirable and in the best interests of this Corporation that the following actions be taken hy the Shareholders or this Corporation pursuant to this Written Consent: NOW, THEREFORE BE IT RESOLVED that the undersigned Shareholders of this Corporation hereby consent to, approve and adopt the following : RESTATF.MF,NT OF SERIES A PREFERRED STOCK WHF . R F . AS, the Shareholders deem it in the best . interest of the Corporation to restate the Certificate of Designation of the Series A Preferred Stock Pursuant to Section · 78 . 1955 of the Nevada Revised Statutes Law to improve the capitalization of the Corporation, and WHEREAS, in accordance with the Nevada Corporations Code and Lhe Corporation's Bylaws, the Corporation may restate the Certificate of Designations oftht : Series A Preferred Stock by the written consent of its Shareholders . NOW , THEREFORE, BE IT RESOLVED, by written consent of the Shareholders, that pursuant to the provisions of the Certificate of Incorporation of the Corporation (as such may be amended, modified or restated from time to time) (which authorizes I 0 , 000 , 000 shares of preferred stock, par value $ 0 . 00 I per share (the "Preferred Stock")), and the authority thereby vested in the· Board, the rights of the Series A Preferred Stock may be, and hereby arc, restated, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof are as set forth in the attached Restated Certificate of Designation . RESOLVED, by written consent of the Shareholders, that the total authorized shares of the Series A Preferred Stock will remain at one million ( 1 , 000 , 000 ) shares . GENERAL RESOLUTIONS RESOLVED, that any officer of the Corporation is hereby authorized and directed to take or cause to be taken all such further actions, to cause to be executed and delivered all such further agreements, documents , amendments, requests, reports, certificates, and other instruments, in the name and on behalf of the Corporation, and to take all such further action, as such officer executing the same in his or her discretion may consider necessary or appropriate, in order to carry out the intent and purposes of the foregoing resolutions ;

. - ······ · - · FURTHER RESOLVED, th at this Consent s hall have the same force and effect as a majority vote cast at a special meeting of the Shareholders , duly called, noticed, co n vened and held in accordance with the law, the Articles of Incorporation, and the Bylaw s of t he Corporation . This written conse nt shall be filed in the Min ute Book of this Corporati on and become part of the records of this Corporation . This written consent may be signed in counterpart and by fax . Dated ; January!:f_.. 2019 SHAREHOLD E RS: Ken Boutilier ------ - Number of Shares: s,/)J '100,000

SECRETARY'S CERTIFICATE REGARDING CORPORATE RESOLUTIONS FOR RESTATEMENT OF THE CERTIFICATE OF DESIGNATION OF PREFERRED SERIES A AND PREFERRED SERIES B STOCK I hereby certify that I am the Secretary of AC Partners, Inc a corporation duiy organized and existing under the laws of the State of Nevada, and that the attached resolutions are true copies adopted by the Board of Directors of said corporation at the direction and with the consent of the majority of the shareholders. ' Jhe resolutions were adopted at a meeting held January 24, 2019, and that such resolutions have not been rescinded or modified and are in full force and effect. RESOLVED, that the President, Vice President and the Treasurer of this Corporation, or any of such officers, he and they hereby are fully authoriztd and empowered to take action concerning the Restatement of the Certificate of Des i gnation of the Corporations Series A Preferred S1ock and lo make, execute, and deliver, under the corporate seal of this Corporation any and all written instruments necessary or proper to effectuate the authority hereby conferred. I further certify that the authority thereby conferred is not inconsistent with the Charter or Bylaws of this Corporat' n and that the following is a true and correct list of the officers of this Corporation as of the r senda and a record of the officers' signatures: Kenneth Routilier • IN WITNESS WHEiEOF, I hereunto set my hand and the Seal ofsaid Corporation this - ?::'r day of ; f - > · - c, · • , . : - -- - , ,,tr' Sworn to before me this::! day of January . 2019 Sheron Morrison NOTARY PUBLIC .. STATE OF FLORIDA Comm# GG220459 Expires 5/21/2022

RESTATED Certificate of Designation Preferred Stock Glass: Series A AC Partners, Inc. Pursuant to Section 78.1955 of the Nevada Revised Statutes Law AC Partners, Inc . , a corporation organized and existing under the General Corporation Law of the State of Nevada, (the "Compa , ny") . DOES HEREBY CERTIFY: That, the Board of Directors of the Company (the "Board of Directors" or the "Board"), pursuant to the authority of the Board of Directors as required by the Nevada Revised Statutes, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Company's previously authorized 10 , 000 , 000 shares of preferred stock, par value $ 0 . 001 per share (the "Preferred Stock"), and hereby states the designation and number of shares, and fixes the relative rights, preferences, priv i leges , powers and restrictions thereof, as follows : I. DESIGNATION AND AMOUNT The designation of this series consists of one million ( 1 , 000 , 000 ) shares of Preferred Stock and is the Series A Preferred Stock (the 'Series A Preferred Stock") . II. CERTAIN DEFINITIONS For purposes of this Certificate of Designation, in addition to the other terms defined herein, the following terms shall have the follow,ng meanings: a. "Common Stock" means the common stock of the Company, par value $0.001 per share, together with any securities into which the common stock may be reclassified.

b. "Corporation" means the collective reference to the Company and its successors in interest. c. " Holder" shall mean the holder or owner of shares or his/her designee or assigns . d. "Securities Exchange" means any one of the New York Stock Exchange, NYSE, AMEX , NASDAQ, OTC Bulleting Board, OTM Markets or any other securities exchange or recognized quotation service in the United States where the Corporation's Common Stock may be traded . e. "Series A Preferred Stock " shall mean the one million ( 1 , 000 , 000 ) shares of # Series A Preferred Stock authorized for issuance · pursuant to the Cert i ficate of Designation. f. ''Trading Day " shall mean any day on which the Common Stock i s traded for any period on the Securities Exchange or other securities market on wh i ch the Common Stock is then being traded. DIVIDENDS The Holder of Series A Preferred Stock will not be entitled to receive dividends of any Ill. kind, including but not limited to and dividends paid on Common Stock . IV. CONVERSION The Holder of the Series A Preferred Stock shall have the right, from time to time, to convert shares of the Series A Preferred Stock at the conversion ration of one hundred ( 100 ) shares of Common Stock for each single ( 1 ) share of Series A Preferred Stock . Shares of Series A Preferred Stock are ant i - di l utive to reverse splits, and therefore in the case of a reverse split , are convertible to the number of Common Shares after the reverse split as would have been equal to the ratio herein prior to the reverse split . The conversion rate of the Series A Preferred Stock would increase proportionately in the case of fo,ward splits, and may not be diluted by a reverse split following a fo,ward split . V. LIQUIDATION PREFERENCE

The Series A Preferred Stock shall have liquidation rights with respect to liquidation preference upon the event of any liquidation, dissolution or winding up of the Corporation, either voluntary · or involuntary equal to the number of shares of Common Stock as if all Series APreferred Shares remaining issued and outstanding were converted to Common Stock. VI. VOTING RIGHTS a. If at least one share of Series A Preferred Stock is issued and outsta ' nding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number ,shall have voting rights equal to three ( 3 ) times the sum of : L The total number of shares of Common Stock which are issued and outstanding at the time of voting, plus, i i . the total number of votes granted to any preferred stock series which are issued and outstanding at the time of voting . b. Each individual share of Series A Preferred Stock shall have the voting rights equal to three times the sum of all shares of Common Stock issued and outstanding at the time of voting plus the cumulative voting r i ghts of all preferred stock series issued and outstanding at the time of voting divided by the number of shares of Series A Preferred Stock issued and outstanding at VII. a. the time of voting. MISCELLANEOUS Lost or Stolen Certificates. Upon receipt by the Corporation of {i) evidence of the loss, theft, destruction or mutilation of any Series A Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemn i ty (without and bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Series A Preferred Stock Certificate(s) {surrendered for cancellation), the Corporation shall execute and deliver new Series A Stock Certificate(s} of like tenor and date . However, the

Corporat i on shall not be obligated to reissue such lost, stolen, destroyed or mutilated Series A Preferred Stock Certificate(s) if the Holder contemporaneously requests the Corporation to convert such Series A Preferred Stock . b. Waiver . Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holder of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the Holder thereof) upon the written consent of the Holder . c. Notices . Any notices required or permitted to be g i ven under the terms hereof shall be sent by certified or registered ma il (ret , urn receipt requested) or delivered personally, by nationally recogn i zed overnight carrier or by confirmed facs i mile transmission or by confirmed email transmission, and shall be effective five days after being placed in the mail , if mailed, or upon rece i pt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile or email transmission , in each case addressed to party .

Exhibit 3.2

STATE OF NEVADA BARBARA K. CEGAVSKE SecretaJ) ' of Stare KIAmERLEY PERONDI Deputy Secrera1y for Commercial Recordings Commercial Recordings Division 202 N. Carson street Carson City, NV89701 - 4201 Telephone (77 5) 684 - 5708 Fax(775) 684 - 7138 OFFICEOF THE SECRETARY OF STATE AC PARTNERS, INC. NV Special Handling Instructions: FSC,AMEND DESS,EMAIL 02/06/2019 AP Charges Amount Price Qty Filing Date/Time Docwnent Nwnber Description $175.00 $175.00 1 1/28/2019 11:36:39 AM 20190039850 - 07 Amended Designation $175.00 Total Job:C20190129 - 2450 February 6,2019 Payments Amount Description Type $175.00 54947120464969020040201 Credit $175.00 Total Credit Balance: $0.00 Job Contents: File Stamped Copy 1 AC PARTNERS, INC. NV

Exhibit 3.3

IGLUE, INC. MAJORITY WRITTEN CONSENT OF SHAREHOLDERS The undersigned, being a majority of the stockholders (the "Stockholders") of iGlue, Inc . , a Nevada corporation (the "Corporation"), by majority written consent pursuant to the authority contained in the Nevada Corporations Code, hereby consent to the following resolutions and the actions described therein : AMENDMENT TO ARTICLES OF INCORPORATION WHEREAS, pursuant to the Nevada Corporations Code, the Stockholders are entitled to enter into this unanimous written consent and consent to the resolutions herein ; WHEREAS, the Board of Directors has recommended to the shareholders of the Corporation that the Corporation amend its Articles of Incorporation to change the name of the Corporation to "AJC Partners, Inc . " and WHEREAS, in accordance with the Code and the Corporation's Bylaws, the Corporation may amend its Articles of Incorporation by the approval of stockholders holding a majority of the voting power in the Corporation . NOW, THEREFORE, BE IT RESOLVED , that the present Articles of Incorporation of the Corporation are hereby amended by the Amendment of the Articles of Incorporation attached hereto as Exhibit "A" (the "Amendment of Articles of Incorporation") ; FURTHER RESOLVED, that the Amendment of the Articles of Incorporation is approved and adopted ; and FURTHER RESOLVED, the President and Secretary of the Corporation be, and each of them hereby is, authorized and directed for, and on behalf of, the Corporation, to take whatever actions as one or both, in their sole discretion, may deem necessary in order to bring into effect the Amendment of the A 1 iicles of Incorporation . GENERAL RESOLUTIONS RESOLVED, that all of the acts and deeds heretofore done by any director or officer of the Corporation for and on behalf of the Corporation in entering into , executing, acknowledging or attesting any arrangements, agreements, instruments or documents in carrying out the terms and intentions of the foregoing recitals and resolutions are hereby ratified, approved and confirmed . FURTHER RESOLVED, that this Consent shall have the same force and effect as a majority vote cast at a meeting of the shareholders duly called, noticed, convened and held in accordance with the law, the Articles oflncorporation, and the Bylaws of the Corporation . QBPHX 2066312.1

Dated Effective: MAJORITYS QBPHX 2066312 . 1 MEGAN RU TTIGER Official Seal Notary Public • State of Illinois My Commission Expires Nov 7, 2020

I IGLUE, INC. UNANIMOUS WRITTEN CONSENT OF BOARD OF CTORS IN LIEU OF SPECIAL MEETING · .., The undersigned, being all of the Directors (the "Directors") of iGlue, Inc . , a Nevada corporation (the "Corporation"), by unanimous written consent pursuant to the authority contained in the Nevada Corporations Code, in lieu of a special meeting of its Directors, hereby consent to the following resolutions and the actions described therein : RECORD DATE FOR NAME CHANGE OF THE CORPORATION WHEREAS, a majority of the Shareholders of the Corporation and the Majority Directors have hereinbefore deemed it advisable and in the best interest of the Corporation that the Articles of Incorporation be amended to change the name of the Corporation to "A/C Partners, Inc . " WHEREAS, a majority of the Shareholders have further directed the Majority Directors to identify a record date for the above - described action ; and NOW, THEREFORE, BE IT RESOLVED, the Majority Directors of the Corporation deem it advisable and in the best interest of the Corporation that the record date of the name change to be May 31 , 2017 FURTHER RESOLVED, that one officer or director of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation to execute and deliver or file such documents and instruments, and to do all such other acts and things as are required or as such officer or director, in such officer's or director's sole discretion, may deem necessary to give full effect to or carry out the provisions of the foregoing resolution . FURTHER RESOLVED, that the Majority Directors of the Corporation hereby waive any notice of meeting of the stockholders required by the law, the Articles of Incorporation and the Bylaws of the Corporation ; GENERAL AUTHORITY RESOLVED, that all of the acts and deeds heretofore done by any director or officer of the Corporation for and on behalf of the Corporation in entering into , executing, acknowledging or attesting any arrangements, agreements, instruments or documents in carrying out the terms and intentions of the foregoing recitals and resolutions are hereby ratified, approved and confirmed . COUNTERPART SIGNATURES RESOLVED, that this Consent may be signed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall be deemed to be a single document . 1

Dated Effective: April 4, 2017 BOARD OF CT_9.JIB, - - {} l .,,.,./ Kenneth Dire JJh /y ·1 Sworn to before me this 5 day of - ..lll _._,p.,_ . _ [ _ } · , 20 l ,,._. - --- io..,111io..,111....,.....,. "1' MEGAN RUETTIGEA Official Seal Notary Public • State of Illinois My Commi . ssionExpires Nov 7, 2020 Director Signature Sworn to berore me this /..S t - ,1.day of / , 2017 ;t No t L ary Public QBPHX 20663 12.1

Exhibit 4.1

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY STARTENGINE CROWDFUNDING, INC. (THE “PLATFORM”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase membership interests, which we refer to herein as shares (the “Securities”) of Common Stock, a Series of AC Partners, Inc., a Nevada corporation (the “Company”), at a purchase price of $ ____________ per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $______________, or ________________________ shares. The rights and preferences of the shares are as set forth in the Corporation Agreement of AC Partners, Inc. dated ______________________, 2024, as amended from time to time (the “Operating Agreement”), and the Series Designation for Common Stock described in the Offering Statement of the Company filed with the SEC (the “Offering Statement”).

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated _________, 2024 (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By subscribing to the Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. Effective upon the Company’s acceptance of this Subscription Agreement, the Subscriber shall be a member of the Company, and the Subscriber agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Subscriber were a party to it (and grants to the Administrative Manager the power of attorney described therein).

(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed ____________________ (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

(f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the Subscriber’s subscribing to the Offering. Payment for the aggregate purchase price of the Securities shall be made by credit card, debit card, ACH electronic transfer or wire transfer to an account designated by the Company or by any combination of such methods.

(b) Payment Arrangements. Payment for the Securities shall be received at __________________ , the Company’s Bank Account from the undersigned by transfer of immediately available funds or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth in Appendix A on the signature page hereto. Upon such receipt of payment the Company shall notify Signature Stock Transfer, Inc. (the “Transfer Agent”). The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by the Transfer Agent, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is duly formed, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, Series Designation, the Operating Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. All corporation action on the part of the Company necessary for the authorization of this Subscription Agreement, the performance of all obligations of the Company hereunder at a Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto has been taken or will be taken prior to the applicable Closing Date.

The acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the acceptance, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company’s financial statements consisting of the balance sheets of the Company as of ________________________ and the related statements of income, stockholders’ equity and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.

(h) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By subscribing to the offering, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon subscribing to the offering, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and meets one or more of the criteria set forth in Appendix A attached hereto; or

(ii) The purchase price of the Securities (including any fee to be paid by the Subscriber), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(h) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address provided with Subscriber’s subscription.

(i) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Nevada without regard to principles of conflict of laws.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE SELECTION OF AN ALTERNATIVE FORUM, THE COURT OF CHANCERY IN THE STATE OF FLORIDA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH FORUM; PROVIDED, THAT IF THE CHANCERY COURT IN THE STATE OF FLORIDA SHALL NOT HAVE JURISDICTION OVER SUCH MATTER, THEN SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN OTHER FEDERAL OR STATE COURTS LOCATED IN THE STATE OF FLORIDA. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT INCLUDING THOSE ARISING UNDER THE FEDERAL SECURITIES LAWS. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE AND INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER,

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

with a required copy to:

If to a Subscriber, to Subscriber’s address as provided with Subscriber’s subscription or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

9. Subscription Procedure. Each Subscriber, by providing his or her name and subscription amount and clicking “accept” and/or checking the appropriate box on the Platform (“Online Acceptance”), confirms such Subscriber’s investment through the Platform and confirms such Subscriber’s electronic signature to this Agreement. Subscriber agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Agreement and Online Acceptance establishes such Subscriber’s acceptance of the terms and conditions of this Agreement.

Total Number of Shares: ________________________

Registration Name(s): ____________________________________________________________________________

____ Single Person

_____ Husband and Wife, as community property Joint Tenants (with right of survivorship)

_____ Tenants in Common

_____ A Married Person as separate property

_____ Corporation or other entity

_____ A Partnership Trust

Residence Address:

Street Address (If P.O. Box, include address for surface delivery if different than residence)


City State	Zip

Mailing Address: (Complete only if different from residence)

Street Address (If P.O. Box, include address for surface delivery if different than residence)


City State	Zip

Phone Numbers:

Home: ( ) _________________________________

Business: ( ) ______________________

Facsimile: ( ) _______________________________

Dated this _________day of _________________.

Signatures: _____________________________ Purchaser Name (Print): ___________________

ACCEPTED:

AC Partners, Inc.

By: _____________________________________

________________________

CEO

Dated this _________day of _________________.

APPENDIX A

An accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended, includes the following categories of investor:

(a)(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, or corporation, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

Note 1 to paragraph (a)(5): For the purposes of calculating joint net worth in this paragraph (a)(5): Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors;

Note 1 to Paragraph (a)(8): It is permissible to look through various forms of equity ownership to natural person in determining the accredited investor status of entities under this paragraph (a)(8). If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this paragraph (a)(8) may be available.

(9) Any entity, of a type of not listed in paragraphs (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

Note 1 to Paragraph (a)(9): For the purposes of this paragraph (a)(9), “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940 (17 CFR 270.2a51-1(b)).

(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes:

(i) The certification, designation, or credential arises out of an examination of series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;

(ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing;

(iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and

(iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;

Note 1 to paragraph (a)(10): The Commission will designate professional certifications or designations or credentials for purposes of this paragraph (a)(10), by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the Commission as satisfying the above criteria will be posted on the Commission’s website.

(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).

* * * * *

(j) Spousal equivalent. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse.

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