UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2015
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(Exact name of registrant as specified in its charter)
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Nevada
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(State or other jurisdiction of incorporation)
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001-13869
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87-0429198
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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14515 Briarhills Parkway, Houston, Texas 77077
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(Address of principal executive offices)
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(Registrant’s telephone number, including area code)
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N/A
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ 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.
On September 4, 2015, One World Holdings, Inc. (the “Company”), entered into a Joint Marketing and Development Agreement (the “Agreement”) with Tonner Doll Company, Inc. (“Tonner”). The Company’s Chief Executive Officer, Corinda Joanne Melton and co-founder Trent Daniel serve as consultants to Tonner and are also stockholders of Tonner.
The Agreement outlines the terms and conditions of the Company’s joint marketing and development efforts with Tonner. The Agreement is for a term of two (2) years, with each party having the right to terminate without cause upon 30 days’ notice. Pursuant to the Agreement, the Company and Tonner will jointly create and market design fashions, sculpts and other doll-related items. Tonner has agreed to finance up to $2 million towards the development, manufacturing and expansion of the Company’s Prettie Girls! Brand. Tonner will also allow the Company the full use of its library of molds and sculpts for the production of current and future fashion and collector projects. In return, the Company will pay Tonner five percent (5%) of all purchase orders the Company receives for product developed as a result of the parties’ collaboration under the Agreement.
Item 7.01 Regulation FD Disclosure.
On September 4, 2015, the Chief Executive Officer of the Company, Corinda Joanne Melton, participated in an interview on CEO Live TV. During the interview, Ms. Melton elaborated on the Company’s expanded relationship with Tonner Doll Company in the exploration of mutually beneficial opportunities through joint marketing and development efforts.
The interview may be viewed on the Company’s website at www.oneworlddolls.com. A full transcript of the interview is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Company undertakes no obligation to update the information discussed in the interview in the future, except as may be required by law.
The information furnished pursuant to this Item 7.01 and Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 8.01 Other Events
The information in this report set forth under Item 7.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Exhibit
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99.1
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CEO Live TV Interview Transcript.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 10, 2015
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ONE WORLD HOLDINGS, INC.
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By: /s/ Corinda Joanne Melton
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Corinda Joanne Melton
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Chief Executive Officer and Director
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Exhibit 99.1
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File Name
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: One World Holdings and Tonner Doll Company CEO Interview
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Length
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: 12:18
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Male Speakers
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: Mike Elliott; Robert Tonner
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Female Speakers
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: Joanne Melton
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Date
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: September 10, 2015
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[0:00:00:0]
ELLIOTT: Hi, this is Mike Elliot and you’re watching CEO Live TV. In this episode we’ll be joined again by One World Holdings, ticker symbol OWOO. Today we’re talking to Ms. Corinda Joanne Melton, Chairman and CEO of One World Holdings, as well as Mr. Robert Tonner, CEO of the Tonner Doll Company. Good afternoon, Ms. Melton and Mr. Tonner. Thank you for joining us.
MELTON: Good afternoon
TONNER: My pleasure.
ELLIOTT: To start off, Ms. Melton, can you bring us up to speed with the latest goings on at One World and the Pretty Girls Doll Line?
MELTON: Well, Mike, I’m pleased to say that growth is steady. We got two large orders from Walmart Stores for our 16 inch Tween Scene Dolls and from Walmart.com. And we also received another order for our 12 inch Pretty Girl Dolls from .com. The dolls have been shipped and they are on the way to Walmart. They’ll be available on store shelves by mid-October. And we also expect to receive another order sometime this month for the Spring, 2016. So we’re really pleased about that.
ELLIOTT: And the next question goes to you, Robert. On a previous conference call, you talked about the growth vision for Tonner. How does your partnership with One World play into that strategy?
TONNER: Well, I’ve always, I feel like we have the collectible part of this business well in hand. I’ve been a player for 25 years and we’ve been at the top of our game for many of those years. And the only way to grow a business like this is to look for other avenues, and mass market was one of them. Getting our dolls, our character figures, to kids. Because there’s always more kids. Collectors age out a little bit, but there’s always more kids. So I’ve decided to do that. And you know, partnering up with One World, uh, was kind of the perfect thing. It’s a company that, you know, could use my help, and I could certainly use their help in getting in there. And they’re in a unique position, uh, to help us out and to help us get into mass. So and the fact that they’re, they’re minority owned and Stacy is an African American designer, uh, gives us an insight into a very underserved part of the toy doll world, which is ethnic dolls. So yeah, I’m very excited about it and I think that partnering up with One World on it will be perfect.
ELLIOTT: And back to you, Ms. Melton. With the recent deals with Walmart that are now coming to One World, how valuable do you feel this relationship with Robert Tonner has been?
MELTON: The relationship with Robert has been extremely valuable. Anybody who’s seen Robert’s work knows that he has a talent for creating very unique looking dolls. And the collaboration between him and Stacy McBride Irby has resulted in a really high quality product that I feel confident will stand out in the mass market retail space.
ELLIOTT: And Robert, now prior to this interview we were aware that Tonner Doll Company’s 25th anniversary is next year, and I heard you have some announcements you’d like to share with our listeners today.
TONNER: Yeah, I do, and I’m very excited about it. You know, after meeting with Trent and Joanne and our team at Tonner, we decided that kind of our next course of action should be that we should definitely consider going public ourselves. And so to that end, I’ve asked counsel to start looking into it and start the process. So I am thrilled to announce that. Second of all, we’re going to start a round of private funding, fundraising, through a 506c offering, which is kind of a new thing I understand. But
any rate, we look to raise $5 million and, uh, which should help with development, it should help with production costs to get a firm foothold into mass. And with that, we’re committed to financing One World up to $2 million in capital to help them stabilize their production, you know, pay for molds, development and finance orders. So I think it’ll make both companies, it’ll set us up ready to go and make us both healthier.
ELLIOTT: And next, Ms. Melton. Being the company that started off with nothing, and here you are four years later with almost 3,000 Walmart stores about to carry your product, Robert Tonner going public and backing the company up with financing, what is this moment like for you and your team?
MELTON: Well, we actually knew that the partnership with Robert Tonner was going to be great for both companies. And it’s because of the individual and collective value that each side has to offer. We also feel that with Robert Tonner in partnership with us, that we’ve created a product that we feel has a really strong opportunity to be the next “it” doll. So I have to say, though, that in the past our biggest struggle with One World has been our ability to raise the right kind of capital. And now that Robert Tonner and Tonner Doll Company is willing to back us when it comes to product manufacturing and product development, that that will allow us to focus more on that massive growth that’s going to benefit both companies.
ELLIOTT: And Robert, you mentioned the private offering you’re currently in, which is a 506c, which means you can publicly solicit investors, so I’m going to give you the opportunity to do that right here and now. What are some of the reasons one should consider investing in the Tonner Doll Company?
TONNER: Well, I think it’s a unique opportunity for someone. I mean, here, my company is 25 years old. We have, I’ve done things that a company our size shouldn’t be allowed to do. We, the licensing that we’ve done, the projects that we’ve pulled off over the years, have been kind of amazing. And if we can bring a part of that to mass market, that would be great. But I mean, for a relatively small collectible company, we’ve licensed with Disney, we’ve licensed with Warner Brothers. Shoot, I was one
of the, I was the only licensing partner to do a Harry Potter doll for almost six years. So yeah, we’re kind of well known in the industry and, you know, we’ve got no place to go but up, especially when we get into mass. And what I can bring to mass toys and to play dolls, especially with somebody, a talent like Stacy, is a new look. I mean, there’s, the toy companies that are out there right now have been producing the same, you know, they work with the same people and all this kind of stuff. We’re a whole fresh eye to get new product out to the toy aisle. So I’m very excited about that. I think that whoever invests, it’s going to be a wild ride. That’s the first thing. Second of all, I think, I think we’re on track to do almost $60 million in the next five years, and I’m very excited about that. And you know, we, well, I’ll just throw this out there. We’ve been approached by Mattel for purchase. Now when they approached me, I felt like we weren’t big enough. That there was a lot more we could do before we entertained, you know, turning the reins over to somebody else. So I want to grow it, and then let’s see, you know, let’s see about shopping it out later on. But I think the exit strategy is there, and uh, it’ll be a wild ride for somebody.
ELLIOTT: And Robert, should anyone be interested in looking at an investment with Tonner Doll, how can they get more information?
TONNER: Oh, that’s easy. You log right on to TonnerDollInvestment.com. And that will give you company information, it’ll give you, you know, it’ll answer a lot of questions, and background and history and all this kind of stuff. So I think you get a clear picture of the company, where we’re headed, and how to invest.
ELLIOTT: OK, thank you. And Ms. Melton, with all of these things unfolding for One World, especially in light of the partnership with Tonner, what would you like to say to your shareholders right now?
MELTON: Well, first of all, I’d like to say thank you to the shareholders for supporting us. Many of you have been there with us through hard times, and there have been some hard times. But I can say we’re embarking on a really exciting time now. And it’s only going to get better. We have a really broad vision that’ll continue to show itself in the future. We’ve got the right product, the right people, at the right time, and we intend on pursuing this business. And, as Robert alluded to earlier, eventually achieving our strategy of acquisition by a major brand in the future.
ELLIOTT: And Robert, any final thoughts?
TONNER: Yeah, I just wanted to tag onto what Joanne said. I think that it is the right time for One World, especially. I think for us and for One World and for a partnership. I mean, I think we’re on the verge of making toy doll history. And you know, I certainly want to be a part of that. So I’m excited about it.
ELLIOTT: Joanne, any last comments or thoughts before we close?
MELTON: Yeah, just want to reiterate that our story’s getting better and better every day. Growth is steady, and there’s more to come, so stay tuned.
ELLIOTT: Robert and Joanne, I want to thank you again for joining us. It was a pleasure to have you on the show.
MELTON: Thank you.
TONNER: Thank you.
ELLIOTT: We’ve been talking to Ms. Corinda Joanne Melton, Chairman and CEO of One World Holdings, as well as Mr. Robert Tonner, CEO of the Tonner Doll Company. One World Holdings trades under ticker OWOO, and you can find out more about them by visiting www.oneworlddolls.com. Thanks for watching CEO Live TV.
[Audio Ends]