Attached files
| file | filename |
|---|---|
| EX-10.19 - CONTRACT FOR SALE - OMNICANNA HEALTH SOLUTIONS, INC. | ex1019.htm |
| EX-99.1 - PRESS RELEASE - OMNICANNA HEALTH SOLUTIONS, INC. | ex99one.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities
Exchange Act
Date of
Report (Date of Earliest Event Reported): February 17,
2010
|
The X-Change
Corporation
|
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
|
002-41703
|
90-0156146
|
|
|
(Commission
File No.)
|
(IRS
Employer ID Number)
|
17120 Dallas Parkway Suite
235 Dallas TX 75248
(Address
of principal executive offices)
(310).601.3165
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01
Entry into a Material Definitive Agreement
The
X-Change Corp. (the "Company") entered into a Contract of Sale with Nydia Del
Valle ("Seller") for 100 percent of the stock in Connected Media Technologies,
Inc.(Connected) a Delaware Corporation. The Company will issue
400,000,000 shares of its common stock, $.001, in restricted form to Seller for
Connected. A copy of the Contract for Sale is attached hereto as
“Exhibit A”.
ITEM
3.02 Unregistered Sales of Equity Securities
The
Company acquired all right, title and interest to Connected which owns 52% of
Global Broadcasting Systems, LLC
and 52% of Cinemania TV, LLC. from Nydia Del Valle, a Florida resident,
in exchange for the issuance of 400,000,0000 shares of the Company's common
stock in restricted form at a closing on February 17, 2010.
ITEM 5.02
Departure of Directors or Principal Officers; Election of Officers; Appointment
of Principal Officers.
(b) On
February 18, 2007, Fernando A. Gomez Richard T. Steele Nydia Del Valle
Juan M. Chacin and Felipe Tavares were appointed directors of the
Registrant. Immediately following the appointment of the new
directors, R. Wayne Duke resigned as a director and Officer of the
Registrant. The new Directors then filled the remaining two directors seats with
Roland
Sanchez-Medina Jr. and Hugo A. Castro. Nydia Del Valle succeeded Mr. Duke
as Chief Executive Officer and Chief Financial Officer of the
Registrant. Concurrently, Nydia Del Valle and Mr. Sanchez-Medina were
appointed as President, Chief Executive Officer and Chief Financial Officer and
as Secretary, respectively, of the Registrant.
Nydia Del Valle – Cuban media
entrepreneur and Madison Avenue veteran is the founder and Chairwoman of
Connected Media Technologies, Inc. She brings more than 30 years of
experience in the media and communications business, specializing in the U.S.
Hispanic and Latin American markets. Ms. Del Valle is a successful
career marketing and communication business woman. In the dawn of her
career, while still a student at the University of Havana, she acquired her
first radio station (CMK), then changed the format to become the first
bi-lingual and soft music entertainment station, becoming the dominant station
in its market in less than six months. Ms. Del Valle was co-founder of a motion
picture engineering-technical enterprise organization responsible for the first
CINERAMA theater installation and operation at Radio Center (MQ). Her
organization also held the exclusive distribution rights of Arthur Rank, LTD.,
products for Latin America.
In the
USA, Ms. Del Valle was the co-founder of Chisholm, Baor and Neil, the first
Hispanic advertising agency in New York. There, she touted the
importance of the US Hispanic consumer market by conducting research and
publishing data to achieve the recognition of national account sponsorships,
such as Proctor & Gamble, American Home Products, General Foods, MGM, United
Artists, among others, who then, for the first time, started allocating budgets
for this market. Under her leadership she became the first to execute
Spanish advertising campaigns with the New York Transportation
System. Ms. Del Valle was also the co-founder and managing director
of the first full color TV GUIDE Magazine in partnership with publically held
Plenum Publishing Co. Later through Intermedia, Inc. and partnerships and
alliances, she developed her family’s multi business private enterprises in
Spain. In recent years, by promoting her professional and consulting
service to Intermedia of America, she completed important research and
development for Home Shopping en Español, changing the traditional format to a
digital multimedia distribution model.
2
With Ms.
Del Valle’s Nydia’s thorough knowledge of the broadcast and digital media
industry, she co-founded Notus.tv Digital Networks, a new and revolutionary
leading edge digital multimedia delivery platform, containing diversified and
premium Spanish language video content targeted to the U.S. Hispanic demographic
and Latin American population when, where and how they want it on the internet
and mobile PDA devices. Ms. Del Valle holds a B.S. at the school of
Social Science in Administration Law and a PHD at the School of Philosophy and
Letters at the University of Havana. She created and founded The
Spirit of America Foundation, a non-profit organization.
Mr. Gomez
is a senior sales and marketing executive with over 25 years of experience in
broadcasting, cable television and news media within the United States and the
International Markets. Mr. Gomez’ background includes broad-based strategic
marketing planning and highly successful Sales and Affiliate Relations stints
throughout his career with Maya Entertainment, Batanga.com, Starmedia/Wanadoo,
MSN Latino, Prime Deportiva, C3D Digital, Bravo International, The Weather
Channel Latin America, The Inspirational Network, Univision, and
Galavision. Mr. Gomez was Founder and Principal of Mindwalk Ventures
of Beverly Hills, an Independent Sales and Marketing Strategy Company, catering
to the domestic and global markets. He is currently the Executive
Vice President/Chief Operating Officer for Connected Media Technologies,
Inc.
Throughout
Mr. Gomez’ career, he has been involved in countless numbers of Latino and
Domestic industry and service organizations, including Partners in Policymaking,
Latino Scholastic Achievement Corporation, National Association of Latino
Independent Producers, the Latino Entertainment Media Institute, the Association
of Hispanic Advertisers, the Writers Guild of America, Directors Guild and
Producers Guild of America. Mr. Gomez was Founder and former Charter
President for the National Association of Minorities in Cable, Texas Chapter,
and most recently, avid advocate for individuals with special needs, Board of
Directors for the Westside Regional Center and KIT (Kids Included Together) Los
Angeles.
Mr. Gomez
has been invited to speak at many domestic and international conferences and
seminars on topics relating to the development of the multi-channel and
television industry and cultural and ethnic diversity. He attended
the College of the Desert from 1980 - 82, Long Beach State in 1986, and is
currently working to complete his B.S. from the University of Phoenix in Global
Business Management with Marketing Concentration.
Mr.
Steele is President and Chief Executive of Network Distribution Group, Ltd., a
Cable Television, Satellite, Broadcast, Media and Internet consulting company,
which assists cable television networks with their respective network
distribution onto cable television systems, broadcast stations, as well as
satellite, and assists start-up internet/media companies with financial
planning, funding and distribution.
Mr.
Steele has been in the telecommunications industry for 30 years, primarily in
cable television network affiliate sales, serving stints in a variety of
executive level sales positions with The Learning Channel, NBC Sports
(Triplecast), QVC, America’s Health Network, Product Information Network and
Turner Media. In the past 4 years, Mr. Steele has become involved
with a number of Hispanic media projects, including a Spanish language
children’s cable television network, a Spanish language cable television
shopping channel, a Spanish language internet membership enterprise and a
Spanish language on-line shopping venture. Mr. Steele has long
established professional and personal relationships with virtually all of the
programming and ad sales decision makers in the top 25 Cable Television
companies, as well as with the 2 major satellite services, Dish Network and
DirecTV.
Over the
course of his telecommunications career, Mr. Steele has served on the Board of
Directors for numerous State Cable Telecommunications Associations, as well as a
variety of Professional Trade Associations. Additionally, over the
past 3 years, Mr. Steele has been selected to serve on the Advisory Board of two
English language start-up on-line projects, and was subsequently elected to
their respective Board of Directors. Richard received his
undergraduate degree from Emporia State University, and a Masters in Business
Management from The University of Kansas.
3
Mr. Taveras is C.E.O. of
Global Broadcasting Systems, leading a Radio Station, 2 Online-TV Channels, a
print/online newspaper and diverse digital Media projects, from South Florida,
USA. Mr. Taveras is also a best seller author of 2 books and
successful entrepreneur with a background in public and media relations,
marketing, sales, crisis issues, public management and financial marketing
consulting.
With over
20 year’s experience, Mr. Taveras is the founder of Latin Shopping TV in Miami,
Latina 1580-AM in Orlando, Florida, Global Media, a Consulting & Media
Management Company, and served as Sales & Marketing Vice-President of
KINAS.COM/YUPI.COM. He has held Consulting, Management, Marketing and
Communications roles at, Wall Street Mortgage, Conquest Financial, Countrywide
Mortgage, Hi Cite Corporation and Encyclopedia Britannica-Chicago University
Foundation. Mr. Taveras is graduated as an Investment Banker from the
Investment Banking Institute in New York City.
Mr.
Taveras has received numerous honors, including The Diamond Club and Hall Of
Fame in Sales, The Million Dollar Circle Ring and The Marketing Miracle Award.
He is the founding President of University for Success, both in New York City
and a member of the Association for Conflict Resolution, and the National
Association of Consumer Advocates. He is the Founder and Director of The
Financial University, committed to teach the new rules and secrets of financial
prosperity in the 21st
century.
Mr. Chacin is a sales and
advertising executive with over 16 years in the print and interactive
field. Early in his career, Juan developed the “Florida Marketplace”,
an insert in The Miami
Herald, which was geared to Latin America’s shoppers who came to
US. Its success has generated profits ever since its release. Several
years thereafter, Juan developed “El Nuevo Herald”, Knight Ridder's first
Spanish publication, which, for 2 consecutive years, won the Medallion Awards,
the ultimate prize for stars in the advertising sales industry.
In 1999,
Mr. Chacin turned his attention to the newly burgeoning industry of the
internet, researching and ultimately pioneering advertising on the
web. Mr. Chacin was one of the first executives to present to
advertising agencies/clients and publishers, the opportunities of monetizing on
the internet through Realmedia a Publigroupe/Publicitas company and its
revolutionary software Open Ad Stream. From Senior Account Executive, Mr. Chacin
quickly proved himself and rose to the position of Director of Sales for Latin
America and US Hispanic Markets.
In his
continual exploration, development and rise in the interactive marketplace, Mr.
Chacin has blazed his way through numerous online and print endeavors, managing
advertiser accounts for such diverse companies as Cisco Systems, Hilton
International, Marriott, Genius, Kyocera, Toshiba, Puerto Rico Tourism Board,
Sonesta Beach Resorts, Intercontinental Hotels, Hawaii, Nortel,
Porsche, Consorte Media, Bodaclickusa.com, US Media Consulting, Jumba
Group and more, culminating in the formulation of his own company, Tubomedia
Enterprises, which he directs to this day. As the new era of Digital
TV arises Juan has now created a platform which is able to deliver, serve and
distribute video content on the web. Notus.tv is the first technological
platform that allows you to share videos, movies, soap operas, miniseries and
content completely in Spanish for Latinos in the US and abroad.
Roland Sanchez-Medina Jr. is a
partner in the law firm of Sanchez-Medina, Gonzalez, Quesada, Lage, Crespo,
Gomez & Machado LLP, residing in the Coral Gables, FL office. His
practice focuses in the areas of corporate and securities law, including mergers
and acquisitions, corporate structuring/restructuring, board governance,
domestic and international commercial transactions, commercial and residential
real estate transactions, tax and estate planning, and other general
transactional services.
Prior to
forming the Firm, Mr. Sanchez-Medina was a partner at the national law firm of
McDermott, Will & Emery, where he was a member of the Corporate Department,
and was a senior associate at the national law firm of Holland &
Knight. Mr. Sanchez-Medina received his B.B.A. from the University of
Miami (1988, cum laude), his J.D. from Boston College Law School (1991, with
Honors) and his L.L.M. in Taxation from New York University (1992).
Among
numerous other activities and honors, Mr. Sanchez-Medina is a Member of Tax
Section, and Real Property, Trust and Probate Section of The Florida Bar, and
Vice Chairman, Business and Corporations Committee of the Business Law Section,
Florida Bar.
4
Hugo A. Castro Mr. Castro is a
career banker of over 40 years. He started his banking career in 1964 with the
Crocker Bank, in Los Angeles, California, as a Loan Officer where he worked
until 1968. During his distinguished banking career, Mr. Castro has
held executive positions with Commercial Bank and trust, Miami, Florida, Village
Bank of Hialeah, Florida, Commercial Trust bank, Intercontinental Bank, Bank of
America, Totalbank in Miami, Florida, and Eastern National Bank in
Miami. In April 2000, Mr. Castro led a group of investors in the
acquisition of Southern Security Bank in Hollywood, Florida, which, at the time,
was under a “cease and desist” order from the Federal Reserve
Bank. Under Mr. Castro’s guidance, after 6 months, the bank was
released from all regulatory restrictions. Mr. Castro’s banking
career includes the acquisition and satisfactory resolution of five troubled
financial institutions under the scrutiny of banking regulators. Additionally,
Mr. Castro has gone on to serve as President, Chief Executive Officer, and
Director of Sun American Bank, and Director and Secretary of Sun American
Bancorp Inc., a Public Holding Company, where he was Chairman of the Bank’s Loan
and Discount Committee, and the Asset/Liability Management
Committee. He also was active on the Board of Directors of the
Holding Company as Corporate Secretary.
Mr.
Castro is a graduate of the School of Business Administration, School of Banking
of the South, at Louisiana State University [LSU] in 1974. He has a
degree from Miami-Dade College in 1972, and attended La Salle University in
Havana, Cuba, 1960 and 1961 towards a Certified Public Accountant
Charter. He has received specialized training from the American
Institute of Bankers, Dun & Bradstreet, and Robert Morris &
Associates. Further, Mr. Castro has serves as President of the
non-profit La Salle Foundation from 1988 to present, Founder, Director,
Treasurer of the Greater Miami Host Committee from 1982 to 2004, Director of the
Florida Bankers Association from 2004 – 2006, and a member of the Archdiocese of
Miami, Finance Committee from 1997 – 1998.
(a) The
Company filed a press release on February 17, 2010, which is attached hereto as
an exhibit.
(b) The
information in this Form 8-K shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific
reference in such filing.
5
ITEM 9.01
Financial Statements and Exhibits
| Exhibit No. | Description of Exhibit | |
| 10(19) | Contract for Sale by and between The X-Change Corp. and Nydia Del Valle | |
| 99(i)* | February 17, 2010 Press Release |
__________________
* Filed
herewith
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
THE
X-CHANGE CORP.
By: /S/ Fernando A.
Gomez
Name: Fernando A.
Gomez
Asst
Secretary
Dated:
February 22, 2010
6