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Swordfish Financial, Inc. (OTCQB: SWRF), a Minnesota corporation, announced this afternoon that a special meeting of shareholders was held earlier today via teleconference pursuant to applicable state law. Attending were a majority of shareholders holding a majority of the voting stock in the company. The shareholders unanimously voted to elect Clark Ortiz and Randy Moseley as new directors of the company. In addition the shareholders voted to remove John Berner as a director of the company, effectively immediately.
Immediately following the shareholders' meeting, a special meeting of the Swordfish Board of Directors was held by a prearranged teleconference. A quorum of directors voted to remove John Berner as the chief executive officer. In his place, Clark Ortiz was elected as chairman of the board of directors and was voted to serve as the new president and chief executive officer of the company. The board also voted to appoint Randy Moseley, CPA, as the interim chief financial officer until a new CFO can be hired and confirmed by the board at its next regular meeting in 2013.
The board determined that these changes in management were necessary to promote prudent corporate governance and were in the best interest of the shareholders of the company. http://ih.advfn.com/p.php?pid=nmona&article=55597945
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(a) On December 21, 2012, by vote of majority shareholders, the Company voted to terminate the services of John Berner as sole director and officer of the company, positions he had been appointed to on December 17, 2012.
On December 21, 2012, by vote of majority shareholders, the Company appointed Clark Ortiz and Noel Trevino as members of the Company's board of directors effective December 21, 2012. Mr. Ortiz and Mr. Trevino are to serve as directors of the Company until the next shareholder meeting.
On December 21, 2102, the board of directors appointed Clark Ortiz as the President and Chief Executive Officer of the Company.
Driven to Excellence and a rare bread as a Broadcast engineer with a proven record for business creation and restructuring, there is no big business opportunity which will escape Mr. Clark Ortiz.
Mr. Clark Ortiz, 27 years of broadcasting and cable business began at the age of 19 with the full build out, business management, team building and sale of his first TV station in San Juan, Puerto Rico, WUJA-TV 58. Six months later he closed on his second broadcast station on the other side of the island.
Terrestrial TV stations, Cable systems and Satellite platforms, have been the driving force behind many of today’s Mega Media conglomerates. Names such as FOX, United Paramount Network, Warner Brother Network, Univision or Telemundo have contracted Mr. Ortiz for his services from New broadcast launch, Broadcast Affiliations, New market awareness or negotiations for retransmission and deal structuring.
Mr. Ortiz has provided exceptional corporate leadership in all media business and developments for the past 27 years. Honored with many prestigious awards for media by Broadcast and Cable Magazine as “Top 50 most influential minorities In Cable Television”.
There is an extremely short list of creative entrepreneur with the ability to develop International business relations and start ups. Throughout the 90’s Mr. Ortiz brought family television to the cable communities throughout Latin America. What was known as small mom and pop cable systems in surrounding areas of the capital of Guatemala, Panama or Argentina are now major cable operations.
His experience ranges from creative deal structuring to consolidations of corporate strengths. As a consultant for many of the Top Cable companies Mr. Ortiz has structured the now famed Hispanic Channel Packages.
As a consultant engineer, Mr. Ortiz took a position on Samsung's think tank for the Smart TV technology. Today, this has propelled him as a leader in the IPTV industry by utilizing OTT (Over-The-Top) technologies. As founder of iPoint Television, LLC., he has created a full team of IPTV and Smart Technology developers. iPoint has High end mobile application on the Apple, Android, Kindle and Windows app store. But, applications are not his only scope of his horizon, iPoint is listed as network developer license for Smart Boxes such as Roku, Boxee Box, Western Digital and the Smart TVs from Samsung, LG and Sony.
A true IPTV developer, visionary and creative thinker, Mr. Ortiz has positioned his next media play with iPoint Television, LLC USA, Interactive Television, United Kingdom and iPoint Media Asia, LTD in India. Once again, Mr. Ortiz is positioning himself for the next generation of entertainment and media distribution through expansion of Global Entertainment through IPTV. Every home will have their smart devices connected to the internet for three main reasons, Media, Entertainment and Communication.
(b) On December 17, 2012, the Company received from each of Mike Alexander and Randy Moseley a letter of resignation as a director of the Company effective December 17, 2012. The directors did not resign over any disagreements with the Company on any matter relating to the Company’s operations, polices or practices. Copies of their resignation letters are attached to this Current Report on Form 8-K as exhibits.
On December 17, 2012, the Company received from each of Mike Alexander, President and Chief Executive Officer and Randy Moseley, Chief Financial Officer and Secretary a letter voluntarily resigning their respective officer positions with the Company. The officers did not resign over any disagreements with the Company on any matter relating to the Company’s operations, polices or practices. Copies of their resignation letters are attached to this Current Report on Form 8-K as exhibits. http://ih.advfn.com/p.php?pid=nmona&article=55602338
Swordfish Financial, Inc. (OTCQB: SWRF) completes leadership transformation achieving another milestone in the continuing advancement and positioning of the Company. Today it is announced that K. Bryce Toussaint (K. Bryce) has joined the company as Chief Financial Officer and Noel Trevino as Chief Technical Officer.
"For the past week, we have focused on building the foundation for disciplined, profitable growth strategy and business planning," said Clark Ortiz President/CEO. "K. Bryce's 15 years of national and international corporate finance, accounting, and taxation, for both private and public entities, will make him a key asset in the execution of our plan. In addition, his breadth of operations of many global companies will contribute substantially to our goal of achieving functional excellence across the company."
Mr. Noel Trevino, Chief Technical Officer, arrives with over 23 years of leadership experience in the Information Technology Industry to include implementation, and solutions. His past two appointments have been with Deloitte University and TD Industries.
Mr. Ortiz said, "Swordfish is committed to bring together business and technology with both K. Bryce Toussaint and Noel Trevino."
Full bios are available on our website www.SwordfishFinancial.com
Ortiz continued, "We are positioned well with a deep leadership team of industry experts with substantial experience building and operating in a global economy." http://ih.advfn.com/p.php?pid=nmona&article=55613226
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(a) On December 26, 2012, by unanimous vote of the directors, the Company appointed K. Bryce Toussaint as a member of the Company’s board of directors effective December 26, 2012. Mr. Toussaint is to serve as a director of the Company until the next shareholder meeting.
On December 26, 2102, the board of directors appointed Noel Trevino as Chief Technical Officer and K. Bryce Toussaint as Chief Financial Officer of the Company.
Mr. Trevino has been the owner of Trevino Consulting Group since 2006, providing technology solutions ranging from Infrastructure to applications and Broadcasting solutions. He assisted clients with an IPTV design and implementation team for the iPoint TV Network. He has participated with the acquisition of radio and television stations by researching and negotiating terms and agreements prior to preliminary purchase. He has also managed a 5-camera studio that included broadcasting, edit and produced 30 and 60- minute programs. Mr. Trevino served as media manager for Deloitte University in Westlake, Texas during 2011 and 2012, where he was responsible for the implementation of a $300 million five star executive training center serving 1800+ executives to include cost management and resource allocation with very aggressive timelines. During this time he managed a staff of 18+ highly skilled engineers supporting multiple projects to successfully meet timelines of implementation for each project. During 2008 -2010, Mr. Trevino was a technical support director for TD Industries, Inc. in Dallas, Texas. He Developed and created the Help Desk Department for a 1500+ end user center with a staff of 23 with 8 direct reports in a Tier I & Tier II level support. Recruited, mentored, trained, and led an IT staff encompassing desktop support, systems administration and network security. Responsible to establish and/or maintain excellent relationship with Business Unit Managers (BUMs), Office Managers, and branch managers.
K. Bryce Toussaint has more than 15 years of experience as a management and finance leader, focusing on all aspects of corporate finance, internal audit (financial, operational, compliance, IT), operational effectiveness, profit/performance enhancement, team building, and project management. He has strong technical knowledge in US GAAP and GAAS for both private and public entities. He is adept at assessing organizational risk factors and guiding firms towards efficient financial and accounting operations. Mr. Toussaint built the foundation of his career in public markets at KPMG Peat Marwick, where he served both foreign and domestic registrants with reporting, M&A, reverse mergers, and other capital market engagements. During his time in public accounting, Rick developed considerable expertise improving the performance of governmental entities at the federal, state, and municipal levels. He also built a successful practice assisting colleges and universities with various process improvement and compliance initiatives. He has also consulted with numerous start-up businesses, developing their management teams, accounting and reporting structure, and providing strategic and operational expertise. He has been instrumental in helping such firms raise tens of millions of dollars in debt financing and growth equity. Mr. Toussaint is a Certified Public Accountant and received his Bachelors in Accounting and MBA from Louisiana State University http://ih.advfn.com/p.php?pid=nmona&article=56285596
Swordfish Financial, Inc. (OTCQB: SWRF), a Minnesota corporation focused on developing strategic investment opportunities, today announced that it has entered into a Letter of Intent to acquire iPoint Television, LLC ("iPoint"). The Letter of Intent sets forth the framework pursuant to which the Company, iPoint and its members will enter into a Share Exchange Agreement pursuant to which the Company will exchange preferred stock providing the members of iPoint majority voting control over the Company for 100% of the outstanding ownership interests of iPoint. The result of the transaction will be that the members of iPoint will become the Company's majority shareholders and iPoint will become a wholly-owned subsidiary of the Company. The parties plan to enter into a definitive Share Exchange Agreement within the next month, provided that the closing of the acquisition is subject to certain closing conditions, including conditions typical of acquisitions of this type and size.
iPoint Television, also known as iPoint TV, is a Smart media and entertainment company, which holds development licenses from Apple, Android, Google, Roku, Kindle and most every smart device. iPoint is a full service IPTV, media entertainment company which develops applications for mobile and TV smart devices. The Company believes that applications are the best delivery system for media streams to Smart products and iPoint's applications allow users to view LIVE media streams and content.
Mr. Clark Ortiz, President and Chief Executive Officer of the Company stated, "We are extremely excited to have entered into the Letter of Intent with iPoint and look forward to moving towards a closing of the Share Exchange Agreement. We believe iPoint and its operations will bring significant value to the Company and its shareholders." http://ih.advfn.com/p.php?pid=nmona&article=56445584
Swordfish Financial, Inc. (OTCQB: SWRF) SFI announces the launch of its News and Entertainment Application.
We are pleased to announce the successful launch of Swordfish News and Entertainment App now available in the Google Play Store. One of many opportunities announced at the beginning of the year, focused on providing SFI new income in the Smart market.
"Our Application will provide a steady stream of income via advertisement through an agreement with Google Advertising, AdMob and AirPush, Inc. Our subscription version is available in 2Q," says Mr. Ortiz, SFI CEO. "A few of our content providers are CNN, Fox, ABC, CBS and many independent web series producers."
Strategy Analytics indicates in-app advertising is presently a $1.7 Billion market. Garner Research places the in-app market to reach +$20B by 2015. "Along with our pending merger with iPoint TV our next 24 months will be exciting," says Mr. Ortiz. http://ih.advfn.com/p.php?pid=nmona&article=56487494
Swordfish Financial, Inc. (OTCQB: SWRF) today announced the engagement of Dallas, Texas-based Anubis Partners, LLC as its financial communications team.
"As announced at the top of the year, our forward movement and commitment to our shareholders is to provide proper deal structuring and profitable acquisitions thereby increasing value to the company," said Clark Ortiz with Swordfish Financial. "Within hours of engagement, Anubis had brought qualified, enthusiastic groups potentially interested in funding our present efforts. We believe Anubis Partners provides the professionalism, dedication, and detail we require."
The Anubis team consists of experienced industry professionals with a proven track record in fulfilling due diligence, deal structuring, investor relations, public relations, and capital sourcing.
"Our team possesses decades of experience gained from working with over one hundred public companies in a variety of capacities," said Jacob Cohen, Managing Partner of Anubis. "We believe Swordfish offers a tremendous opportunity for its shareholders and potential investors alike." http://ih.advfn.com/p.php?pid=nmona&article=57703130
Swordfish Financial, Inc. (PINKSHEETS: SWRF) announces it has entered into a Joint Venture with iPoint Television, LLC.
It is with great anticipation for both companies to work together in a mutual agreement to enter into a Joint Venture for the development of the iPoint TV products and services. To offer its IPTV cable platform and mobile application development to the Global market. iPoint holds development licenses to smart devices such as Apples iOS, Google's Android, Roku, Kindle and many of the top Smart TV set companies.
"These licenses give us the ability to develop and distribute media content via internet connected streams by use of Apps. The media screens which are not connected directly to the internet, we have developed a line of HDMI Smart Drives and Set Top Boxes under the brand called TVuer," said Clark Ortiz, CEO and President of both iPoint Television, LLC and Swordfish Financial, Inc.
More information regarding the Joint Venture can be found on www.SwordfishFinancial.com http://ih.advfn.com/p.php?pid=nmona&article=57921211
Swordfish Financial, Inc. (PINKSHEETS: SWRF) iPoint TV signs a MOU with Omniverse One World Television, Inc. (OmniBox) from Odessa, Florida.
SFI announces the signing of an agreement between iPoint TV and OmniBox to merge 100% of operations, employees, distribution and technologies under the iPoint TV brand and ownership. OmniBox presently holds a distribution agreement with Radio Shack Corporation of its OmniBox in every corporate, affiliate and online store. OmniBox sells for $149 with a $24.95 monthly subscription.
Omniverse President, Mr. Jason DeMeo, will hold an executive position with iPoint TV and its affiliated companies. "We are excited of our future with the addition of Mr. DeMeo's 15-year history. Along with Mr. DeMeo we will employ his full executive team," says Mr. Clark Ortiz, CEO of Swordfish Financial, Inc.
More information of OmniBox can be found at www.OmniBoxTV.com http://ih.advfn.com/p.php?pid=nmona&article=58146474
Tue, Jun 25, 2013 12:00 - Swordfish Financial Inc. (SWRF: OTCQB) - Tier Change - The symbol, SWRF, no longer is classified as OTC Pink Limited. As of Tue, Jun 25, 2013, SWRF resides in the OTCQB tier. You may find a complete list of tier changes at otcmarkets.com. http://ih.advfn.com/p.php?pid=nmona&article=58331757
Swordfish Financial, Inc. (OTCQB: SWRF) announces the addition of its new offices dedicated to establishing its Latin America presence.
The iPoint Global Entertainment application is readily available on all Android and Kindle devices along with many STB services. SWRF announces along with the corporate organization in the United Kingdom and India, iPoint is now licensed to do business in Bogota, Colombia.
"Our offices in Colombia are the first inroads offering our various products and services throughout Latin America. Mr. Jonatan Racday Castillo, director of iPoint TV Colombia, S.A.S., has begun communicating with the local Media organization for retransmission of their LIVE entertainment," said Mr. Clark Ortiz, CEO.
It is iPoint's business model to organize a corporate license within selective countries. The use of these corporations provide iPoint the ability to expand its reach and sale of services. It is reported that Colombia will lead Latin America in IPTV services with over $8B in sales. http://ih.advfn.com/p.php?pid=nmona&article=58428343
Swordfish Financial, Inc. (OTCQB: SWRF) announces a signed commitment with VC firm Walt Investment Capital, LLC for $2.5 Million towards the iPoint Television project. "We believe iPoint TV is on the cutting edge of media entertainment to the home," says Mr. Paul Rodden, Managing Partner.
iPoint Television develops media entertainment applications and distributes LIVE, VOD and PPV content to the television. The company is presently developing a new full service 'Cable Television' type application which will deliver content from major TV networks via their LIVE or Video On Demand services.
"Our customers have the opportunity to enjoy their programming at a lower price
point and a more organized platform then traditional television," says Clark Ortiz, CEO of Swordfish Financial, Inc.
iPoint TV is presently available through Roku, OmniBox and Android devices. The application for Apple and Web are in development and should be available in the coming weeks. http://ih.advfn.com/p.php?pid=nmona&article=58520634
JOINT VENTURE AGREEMENT
THIS PARTNERSHIP AGREEMENT (the "Agreement") made and entered into this 22nd day of May, 2013 (the "Execution Date"),
iPoint Television, LLC of 909 Independence Parkway, Southlake, TX 76092, and
Swordfish Financial, Inc. of 909 Independence Parkway, Southlake, TX 76092
(individually the "Partner" and collectively the "Partners"). http://ih.advfn.com/p.php?pid=nmona&article=58938084
Swordfish Financial, Inc. (OTCQB: SWRF) announces completion of the acquisition of iPoint Television, LLC.
"It's been a long but productive process and I'm proud to say that iPoint Television has found the right capitalization vehicle and the perfect team of investors willing to move into the huge Smart Media Market. Together with Swordfish Financial, Inc. we anticipate a fantastic future," said Mr. Clark Ortiz, President & CEO of Swordfish Financial, Inc.
iPoint TV is a Smart media & entertainment company, which holds development licenses from Apple, Android, Google, Roku, Kindle and other smart devices. For over 2 years iPoint has developed and launched mobile APPs in this increasingly growing market.
Details of the acquisition as well as iPoint TV business plan will be made available via 8K and updates will be posted on Swordfish Financial, Inc. website over the weekend.
Swordfish Financial, Inc. acquired 90,000,000 Units of iPoint's 100,000,000 total Units securing the control of iPoint TV. Previous investors of iPoint hold the remaining 10% of the units. http://ih.advfn.com/p.php?pid=nmona&article=58967095
Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2013
Podcast Conference Calls: http://clarkortiz.podbean.com/2013/08/30/swordfish-financial-incs-conference-call-for-august-30-2013/ http://clarkortiz.podbean.com/2013/08/24/swordfish-financial-inc-podcast-update-on-ipoint-television-acquision/ http://clarkortiz.podbean.com/2013/08/23/swordfish-financial-incs-conference-call-for-august-23-2013/ http://clarkortiz.podbean.com/2013/08/02/swordfish-financial-incs-conference-call-for-august-2-2013/ http://clarkortiz.podbean.com/2013/07/26/swordfish-financial-inc-conference-call-for-july-26-2014/ http://clarkortiz.podbean.com/2013/07/19/swordfish-financial-inc-conference-call-for-july-19-2013/ http://clarkortiz.podbean.com/2013/07/12/swordfish-financial-inc-conference-call-on-july-10-2013/ http://clarkortiz.podbean.com/2013/06/28/swordfish-financial-inc-conference-call-june-28-2013/
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