SCOTTSDALE, Ariz., Sept. 28, 2016 (GLOBE NEWSWIRE) -- On September 9, 2016, NOHO, Inc., a Wyoming corporation (the “Company”), by and through its Board of Directors and majority shareholder entered into a share exchange agreement (the “Agreement”) with Media360 Licensing, Inc., a Wyoming corporation (“Media360”). Pursuant to the Agreement, the shareholders of Media360 exchanged 100% of their shares of common stock of Media360 for 54,000,000,000 shares of common stock of the Company. As a result, Media360 shall become a wholly-owned subsidiary of the Company and the business of Media360 shall continue through the Company. Additionally, as a result of the Agreement, the Company will change its name to “Media360 Licensing, Inc.” and will request an OTC symbol change from its current symbol “DRNK” to “MDLC” or to an alternative symbol if requested by FINRA.
Spin-Out of Certain Assets and Liabilities. Within a reasonable period after the Closing Date, NOHO agreed to convey to a third party entity Mix 1, LLC (hereinafter “Mix 1”), all assets and liabilities of NOHO listed in the Agreement. NOHO agreed to indemnify Media360 for any and all damages, losses, settlement payments, in respect of deficiencies, liabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by such NOHO.
The assets that are being conveyed to Mix 1, LLC are as follows: i) all Intellectual Property of NOHO, Inc.; ii) websites, social media and point of purchase materials and displays; iii) all inventory and formulations; iv) furniture, computers and fixtures; and v) all contracts and distribution agreements.
The liabilities that are being conveyed to Mix 1, LLC are as follows: i) all deferred and accrued salaries of NOHO; ii) all accounts payable of NOHO; and iii) a Loan Agreement between NOHO and Presidio for $120,000.
On September 9, 2016, Chairman of the Board of NOHO and its majority shareholder, John G. Grdina, holding 51% of the aggregate voting percentage of both common and preferred stock of NOHO, approved the Share Exchange Agreement by shareholder written consent.
Mr. Grdina, said, “The Board of Directors of NOHO has unanimously determined that the Share Exchange and the transactions contemplated thereby, are advisable, fair to and in the best interests of the shareholders of both entities, and has therefore approved the Share Exchange Agreement.”
Shares Outstanding 3.66 BILLION as of 11/22/16
Shares Outstanding 5.9 BILLION as of 9/30/16
Shares Outstanding 1.7 BILLION as of 2/16/16
Additional 54 BILLION shares convertible from Preferred
Authorized Shares 65 BILLION (as of Oct 2016)
JAY GRDINA - CEO
Jay Grdina, CEO of NOHO – The Hangover Defense – is a renowned filmmaker and businessman. Born in Cleveland, Ohio and an alum of the University of San Diego, Grdina is the founder and former CEO of Club Jenna, Inc., which was sold to Playboy Enterprises. After serving as a Senior Vice President for Playboy, he went on to create the celebrity blogging sensations TheDirty.com and Kikster.com. Grdina was named one of Details Magazine’s Most Influential Men under the Age of 37 in America and has been the subject of feature articles for Forbes and Rolling Stone.
Recently, Grdina has parlayed his entrepreneurial experience into his newest and most exciting venture to date, NOHO, Inc. Grdina is committed to preventing hangovers across the country, and NOHO is poised to revolutionize the club and party scene at the source. Grdina is responsible for guiding the strategic direction of the hangover prevention business and cultivating the relationships that will position NOHO as a key player in the beverage industry. With the foresight and branding ability for which he had become renowned, Grdina utilizes his skills in an innovative strategy to create a new category in the retail arena that will promote a healthier lifestyle. Grdina finds inspiration in the business acumen of his father and brother. He currently lives in Scottsdale with his wife and two sons.
MIKE HANSEN – VICE PRESIDENT
Mike Hansen currently is the Vice President of Domestic and International Operations for NOHO, Inc. Mike’s focused efforts of overseeing NOHO’s newest distribution platform, Global Direct Sales, have been a massive benefit to the company. Helping to facilitate the growth of the company utilizing his managerial and visionary expertise, Mike has helped to set the tone and pace for the team to follow. Hansen’s diverse background has helped hone his skills in becoming a well-rounded senior management leader. Mike cut his teeth in the cellular industry with Cell Tech in the late ‘90s which grew to be one of the largest cellular company in the western United States. He then took his talents and moved into the real estate arena mentoring and coaching the top real estate gurus in the world. He built the sales teams for prestigious companies such as Robert Kiyosaki, Dolf DeRoos, Trump University, and A.D. Kessler. From there he spent the next half decade growing and building startup companies in the public sector, proving he is the ultimate entrepreneur. His talent of growing and building companies from the ground up has been proven to be a great asset to the multiple startups he has been part of over his career.
Mike was introduced to NOHO, Inc. and its products in 2012. He instantly knew that he wanted to be a part of the NOHO movement. Bringing his expertise and skills to the table he actively works in all divisions of the company. His unique combinations of creative and analytical talents along with his skills in building key customer relationships have helped Mike advance in the company. NOHO looks forward to Mike’s continued leadership and success in the company.
JASON SCHWENCK – SENIOR VP, GLOBAL SALES
As NOHO’s Senior Vice President, Global Sales, Jason is responsible for the global sales operations for NOHO Shot and NOHO Gold. He ideates and drives strategic business planning and execution against all channels of business; creates and executes distributor partner management systems; builds, develops and leads a high-performing sales strategy, goals and team; and fiscally manages the global sales budget.
Prior to joining NOHO, Jason co-founded and served as President of Progressigs, Inc., an innovative e-cigarette company, forming an alliance with Johnson Creek, America’s largest manufacturer of smokejuice. Jason launched the company after ideating, creating and manufacturing the physical product. He then assured legal compliance, and provided general oversight of all day-to-day operations. In addition, he oversaw the fiscal activities of the organization including budgeting, reporting and audit and worked with the Board to ensure financing to support short and long term goals.
Previously, Jason spent 12 years performing various sales and marketing roles within Red Bull North America, Inc. Starting as a Field Sales Manager, Jason put together the first “route” for San Diego, CA. From there he held various sales roles in the Southwest and West Business Units, accountable for managing, coaching and providing tools to the Field Sales Teams to secure agreements with distributor network. Following this, he served as the General Manager for a “Red Bull Owned Distributor” where he successfully lead, coached, and developed a team to ensure operational, sales and distribution goals were exceeded. Jason was then elevated to Director of Sales for the Southwest BU where managed all aspects of the sales organization. He led the top performing business unit for several years before being promoted to National Director of On Premise Marketing. In this role, Jason developed and managed the On Premise Marketing strategies for the internal and external structures. He designed and oversaw manufacturing of sales and marketing infrastructure. In his final role, Jason served as the National Director of On Premise Sales, where he developed national on premise sales strategies, delivered depletion and distribution targets and designed programs to ensure success. While performing his US responsibilities, Jason worked with HQ to develop a Global Sales Management Program in which he held the sole responsibility of delivering the trainings to the top 50 countries around the globe. Jason began his professional career with E & J Gallo Wine Company, spending two years selling and then two years managing the sales team in San Diego.