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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ROKK3R Inc (CE) | USOTC:ROKK | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.51 | 0.00 | 01:00:00 |
Nevada
|
|
75-2610236
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
2121 NW 2nd Avenue #203, Miami, Florida
|
|
33127
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(Address of principal executive offices)
|
|
(Zip Code)
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Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
Emerging growth company [ ]
|
|
|
|
Page
|
Part I
|
|||
Item 1
|
Business
|
|
4
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Item 1A
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Risk Factors
|
|
6 |
Item 1B
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Unresolved Staff Comments
|
|
6 |
Item 2
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Properties
|
|
6 |
Item 3
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Legal Proceedings
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6 |
Item 4
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Mine Safety Disclosures
|
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7 |
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7 |
Part II
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|||
Item 5
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
9 |
Item 6
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Selected Financial Data
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|
9 |
Item 7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13 |
Item 7A
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Quantitative and Qualitative Disclosures About Market Risk
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14 |
Item 8
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Financial Statements and Supplementary Data
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14 |
Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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14 |
Item 9A
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Controls and Procedures
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15 |
Item 9B
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Other Information
|
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Part III
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|||
Item 10
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Directors, Executive Officers and Corporate Governance
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|
16 |
Item 11
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Executive Compensation
|
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18 |
Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
20 |
Item 13
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Certain Relationships and Related Transactions, and Director Independence
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21 |
Item 14
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Principal Accounting Fees and Services
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22 |
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Part IV
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|||
Item 15
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Exhibits, Financial Statements Schedules
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22 |
Item 16
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Form 10-K Summary
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|
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Signatures
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25 |
Quarter Ended
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High
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Low
|
||||||
Fiscal Year 2017
|
||||||||
December 31, 2017
|
$
|
7.00
|
$
|
1.00
|
||||
September 30, 2017
|
$
|
10.00
|
$
|
7.00
|
||||
June 30, 2017
|
$
|
12.00
|
$
|
7.00
|
||||
March 31, 2017
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$
|
10.50
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$
|
5.50
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||||
|
||||||||
Fiscal Year 2016
|
||||||||
December 31, 2016
|
$
|
1.50
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$
|
1.34
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||||
September 30, 2016
|
$
|
1.25
|
$
|
1.02
|
||||
June 30, 2016
|
$
|
1.25
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$
|
0.75
|
||||
March 31, 2016
|
$
|
1.00
|
$
|
0.75
|
·
|
“fiscal year2016” – January 1, 2016 through December 31, 2016
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·
|
“fiscal year 2017” – January 1, 2017 through December 31, 2017
|
·
|
The Company and Eight Dragons Acquisition, LLC (“Eight Dragons LLC”), an affiliate of Ms. Taylor, rescinded certain transactions between the Company and Eight Dragons LLC, and in connection therewith Eight Dragons LLC returned to the Company 290,500 shares of Common Stock, for no additional consideration.
|
·
|
The Company and Ms. Taylor rescinded certain transactions between the Company and Ms. Taylor, and in connection therewith Ms. Taylor returned to the Company 9,710,295 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Company, for no additional consideration. In connection therewith, the Company and Ms. Taylor entered into that certain Rescission Agreement (the “Taylor Rescission Agreement”).
|
·
|
Net cash flow used in operating activities for the year ended December 31, 2017 primarily reflected a net loss of $3
7,898,285
and the add-back of non-cash items consisting of a gain on the extinguishment of debt of $1,889,938, common stock issued for compensation and consulting service of $2
5,737,856
, common stock issued for settlement pursuant to restructuring agreement of $68,750, an impairment loss of $
12,489,226
0, non-cash interest expense of $560,000 and bad debt of $5,784. This was offset by changes in operating assets and liabilities of $96,202 primarily related to an increase in accounts payable of $52,619, an increase in accrued interest-related party of $19,506 and an increase to due to parent company of $16,492.
|
·
|
Net cash flow used in operating activities for the year ended December 31, 2016 primarily reflected a net loss of $144,957 and the add-back of no non-cash items. This was offset by changes in operating assets and liabilities of $89,502 primarily related to an decrease in accrued expenses of $5,935 and an increase in accrued interest - related party of $95,437.
|
|
December 31, 2017
|
|||
Contractual balance
|
$
|
430,000
|
||
Add: unamortized discount
|
110,000
|
|||
|
||||
Convertible debt
|
$
|
540,000
|
·
|
Material Weakness – The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements.
|
·
|
We do not have an Audit Committee. While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
|
·
|
We did not maintain appropriate segregation of duties. As of December 31, 2017, the Company did not require dual signature on the Company’s bank accounts.
|
·
|
We have not implemented policies and procedures that provide for multiple levels of supervision and review. During 2017, Una Taylor, our former Chief Executive Officer and Chief Financial Officer, performed all accounting and reporting duties and there was no supervision and review. Currently, we use an accounting services provider to assist us with bookkeeping and financial reporting
|
Name
|
Age
|
Positions and Offices to be Held
|
||
Nabyl Charania
|
|
41
|
|
Chief Executive Officer, Chief Financial Officer and Director
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German Montoya
|
45
|
Corporate Secretary and Director
|
||
Jeffrey S. Ransdell
|
49
|
Director
|
Name and
principal position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
All Other
Compensation
|
Total
|
||||||||||||||||||||||
Nabyl Charania,
Chief Executive Officer
(1)
|
2017
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||||||||||||
Una Taylor
(2)
|
2017
|
$
|
0
|
$
|
0
|
$
|
12,466,668
|
(2)
|
$
|
0
|
$
|
220,929
|
(3)
|
$
|
12,687,607
|
(1) |
Mr. Charania was appointed as Chief Executive Officer, Chief Financial Officer and a director on December 26, 2017.
|
(2) |
Ms. Taylor resigned as our Chief Executive Officer, Chief Financial Officer and a director on December 26, 2017. On April 12, 2017, the Company issued 1,000,000 shares of Series A Preferred Stock to Una Taylor, our former Chief Executive Officer and controlling shareholder in consideration for services rendered. In connection with the issuance of the Series A Preferred Stock, the Company recorded stock-based compensation expense of $37,500. On December 26, 2017, Ms. Taylor cancelled the 1,000,000 shares of Series A Preferred Stock previously issued to her as provided for in the Rescission and Mutual Release Agreement entered into between the Company and Ms. Taylor dated December 26, 2017 (the “Taylor Rescission Agreement”). Upon cancellation, the Company reversed the previously recorded stock-based compensation expense of $37,500.
|
(3) |
Reflects $121,429 Ms. Taylor retained in connection with DreamFu Angels, LLC (d/b/a DreamFu Ventures, LLC) (“DreamFu”) sale of convertible debentures and the following amounts paid for the benefit of Ms. Taylor: $40,000 paid to Dreamfu Angels, LLC, $2,500 paid to Dreamfu Ventures and $57,000 paid to Taylor Group Holding.
|
·
|
the number of shares of our common stock issuable upon exercise of outstanding options that have been earned, separately identified by those exercisable and unexercisable;
|
·
|
the number of shares of our common stock issuable upon exercise of outstanding options that have not been earned;
|
·
|
the exercise price of such option;
|
·
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the expiration date of such option;
|
·
|
with respect to each stock award -
|
·
|
the number of shares of our common stock that have been earned but have not vested;
|
·
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the market value of the shares of our common stock that have been earned but have not vested;
|
·
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the total number of shares of our common stock awarded under any equity incentive plan that have not vested and have not been earned; and
|
·
|
the aggregate market or pay-out value of our common stock awarded under any equity incentive plan that have not vested and have not been earned.
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OPTION AWARDS
|
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STOCK AWARDS
|
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|||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
|||||||||||||||||||||||||||
Nabyl Charania
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Una Taylor
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (a)
|
Weighted
average
exercise price
of outstanding
options,
warrants and
rights (b)
|
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a) (c)
|
||||||||||
Plan category
(1)
|
||||||||||||
Plans approved by our shareholders:
|
||||||||||||
None.
|
-
|
$
|
-
|
-
|
||||||||
Plans not approved by shareholders:
|
||||||||||||
None.
|
-
|
$
|
-
|
-
|
Name and Address of Beneficial Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percent
of Class
(2)
|
||||||
Named Executive Officers and Directors:
|
||||||||
Nabyl Charania
(1)
|
$
|
83,727,208
|
89.14
|
%
|
||||
German Montoya
(2)
|
83,727,208
|
89.14
|
%
|
|||||
Jeffrey S. Ransdell
(3)
|
7,678,125
|
8.20
|
%
|
|||||
All executive officers and directors as a group (three people)
|
91,405,333
|
97.34
|
||||||
|
||||||||
Other 5% Stockholders:
|
||||||||
Rokk3r Labs LLC
(4)
|
83,727,208
|
89.14
|
%
|
|||||
Rokk3r Fuel Fund, LP
(5)
|
7,500,000
|
8.01
|
%
|
(1) |
The number of shares beneficially owned by Mr. Charania includes 83,727,208 shares of common stock owned by Rokk3r Labs. Messrs. Charania and Montoya jointly exercise voting and dispositive control over our common stock owned by Rokk3r Labs. Mr. Charania disclaims beneficial ownership of the securities owned by Rokk3r Labs, LLC
except to the extent of his pecuniary interest therein.
|
(2) |
The number of shares beneficially owned by Mr. Montoya includes 83,727,208 shares of common stock owned by Rokk3r Labs. Messrs. Charania and Montoya jointly exercise voting and dispositive control over our common stock owned by Rokk3r Labs.Mr. Montoya disclaims beneficial ownership of the securities owned by Rokk3r Labs, LLC except to the extent of his pecuniary interest therein.
|
(3) |
Includes 178,125 shares owned by Mr. Ransdell and 7,500,000 shares owned by Rokk3r Fuel Fund, LP over which Mr. Ransdell exercises voting and dispositive control.Mr. Ransdell disclaims beneficial ownership of the securities owned by Rokk3r Fuel Fund, LP except to the extent of his pecuniary interest therein.
|
(4) |
Messrs. Charania and Montoya jointly exercise voting and dispositive control over our common stock owned by Rokk3r Labs.
|
(5) |
Mr. Ransdell exercises voting and dispositive control over our common stock owned by Rokk3r Fuel Fund, LLC (“Rokk3r Fuel”).
|
Related Parties
|
|
Relationship
|
|
|
|
Nabyl Charania
|
|
Chief Executive Officer, Chief Financial Officer and director
|
|
2017
|
2016
|
||||||
|
||||||||
Audit Fees
|
$
|
15,000
|
$
|
21,000
|
||||
Audit-Related Fees
|
-
|
-
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total
|
$
|
15,000
|
$
|
21,000
|
(a)
|
1.
|
Financial Statements
|
|
|
|
|
|
The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 to F- 19.
|
|
|
|
|
2.
|
Financial Statement Schedules
|
|
|
|
|
|
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
|
|
|
|
|
3.
|
Exhibits (including those incorporated by reference).
|
Exhibit
No.
|
Description
|
|
|
|
|
2.1(a)
|
Agreement
and Plan of Merger and Reorganization between Rokk3r Inc. and Park Roads Solutions, Inc., dated June 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2017
).
|
|
2.1(b)
|
Agreement and Plan of Merger, dated March 23, 2018, between Rokk3r Inc. and Eight Dragons Company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 29, 2018).
|
|
3.1(a)
|
|
Articles of Incorporation (incorporated by reference to Exhibit 3.i(1) to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2007).
|
|
|
|
3.1(b)
|
|
Certificate of Designation of Series A Preferred Stock filed with the Nevada Secretary of State on April 12, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2017).
|
|
|
|
3.1(c)
|
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit A to the Company’s Definitive Information Statement on Schedule 14C filed with the SEC on Mach 20, 2018).
|
|
3.1(d)
|
Articles of Merger filed with the Nevada Secretary of State on March 23, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 29, 2018).
|
|
3.2
|
|
Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2017).
|
|
|
|
10.1(a) +
|
|
2017 Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2017).
|
10.1(b) +
|
|
2018 Equity Incentive Plan (incorporated by reference to Exhibit B to the Company’s Definitive Information Statement on Schedule 14C filed with the SEC on Mach 20, 2018).
|
10.2
|
|
Membership Unit Purchase Agreement between Rokk3r Inc. and Rokk3r Labs LLC dated April 30, 2017 (incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K filed on May 16, 2017).
|
|
|
|
10.3
|
|
Restructuring Agreement, dated as of December 26, 2017 by and between the Company, Una Taylor and Rokk3r Labs LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 2, 2018).
|
|
|
|
10.4
|
|
Asset and Intellectual Property Contribution and Assignment Agreement dated as of December 26, 2017 by and between Rokk3r Labs LLC and Rokk3r Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 2, 2018).
|
|
|
|
10.5 |
Rescission and Mutual Release Agreement dated as of December 26, 2017 by and between the Company and Una Taylor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 2, 2018).
|
|
10.6
|
|
Release Agreement dated as of December 26, 2017 by and between Rokk3r Inc., Una Taylor and Rokk3r Labs LLC (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 2, 2018).
|
|
|
|
10.7 |
Rescission and Mutual Release Agreement, dated as of November 19, 2017 by and between Rokk3r Inc. and Protect Pharmaceuticals Corporation (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 2, 2018).
|
|
|
|
|
10.8
|
|
Stock Redemption and Release Agreement dated as of November 21, 2017 by and between Rokk3r Inc. and Trident capX Corporation (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on January 2, 2018).
|
|
|
|
10.9
|
|
Stock Issuance and Release Agreement dated as of December 4, 2017 by and between Rokk3r Inc., Rokk3r Fuel Fund 2, LP and Rokk3r Fund Fuel 2 GP, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on January 2, 2018).
|
10.10*
|
|
Form of Amendment to Convertible Debenture.
|
10.11*
|
|
Settlement Agreement between Eight Dragons Company and Firstfire Global Opportunities Fund, LLC dated
November 15, 2017.
|
|
|
|
10.12*
|
Collaboration Agreement between Rokk3r Inc. and Rokk3r Labs, LLC dated as of April 9, 2018.
|
|
31.1*
|
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
|
|
|
|
31.2*
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
|
|
|
|
32.1*
|
|
Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
ROKK3R INC.
|
||
|
|
|
|
Date: April 17, 2018
|
By:
|
/s/ Nabyl Charania
|
|
|
|
Nabyl Charania
Chief Executive Officer and Chief Financial Officer
|
Signature
|
Title
|
Date
|
||
|
|
|
|
|
/s/ Nabyl Charania
|
|
Chief Executive Officer, Chief Financial Officer and Director
|
|
April 17, 2018
|
Nabyl Charania
|
|
(principal executive officer and principal financial and accounting officer)
|
|
|
/s/ German Montoya
|
Director
|
April 17, 2018
|
||
German Montoya
|
||||
/s/ Jeff Ransdell
|
Director
|
April 17, 2018
|
||
Jeff Ransdell
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Financial Statements:
|
|
|
|
Balance Sheets - As of December 31, 2017 and 2016
|
F-3
|
|
|
Statements of Operations - For the Years Ended December 31, 2017 and 2016
|
F-4
|
Statements of Changes in Stockholders’ Equity (Deficit) - For the Years Ended December 31, 2017 and 2016
|
F-5
|
|
|
Statements of Cash Flows – For the Years Ended December 31, 2017 and 2016
|
F-6
|
|
|
Notes to Financial Statements
|
F-7 to F-19
|
/s/ Montgomery Coscia Greilich LLP
|
For the Years Ended
|
||||||||
December 31,
|
||||||||
2017
|
2016
|
|||||||
Revenues
|
$
|
-
|
$
|
-
|
||||
Operating Expenses:
|
||||||||
Compensation expense
|
12,687,607
|
-
|
||||||
Consulting fees
|
13,449,969
|
-
|
||||||
Professional fees
|
123,740
|
-
|
||||||
General and administrative expenses
|
444,857
|
49,520
|
||||||
Impairment loss
|
12,489,226
|
-
|
||||||
Total Operating Expenses
|
39,195,399
|
49,520
|
||||||
Loss from Operations
|
(39,195,399
|
)
|
(49,520
|
)
|
||||
Other Income (Expense)
|
||||||||
Gain on extinguishment of debt (Note 1)
|
1,889,938
|
-
|
||||||
Interest expense
|
(592,824
|
)
|
(95,437
|
)
|
||||
Total Other Income (Expense)
|
1,297,114
|
(95,437
|
)
|
|||||
Loss Before Provision for Income Taxes
|
(37,898,285
|
)
|
(144,957
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Net Loss
|
$
|
(37,898,285
|
)
|
$
|
(144,957
|
)
|
||
Net Loss per Share of Common Stock Outstanding -
|
||||||||
Basic and Diluted
|
$
|
(1.39
|
)
|
$
|
(0.40
|
)
|
||
Weighted-average number of shares outstanding –
|
||||||||
Basic and Diluted
|
27,267,239
|
362,200
|
Additional
|
||||||||||||||||||||||||||||
Series A Preferred Stock
|
Common Stock
|
paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
deficit
|
Total
|
||||||||||||||||||||||
Balances at December 31, 2015
|
-
|
$
|
-
|
362,200
|
$
|
36
|
$
|
31,690,302
|
$
|
(33,411,083
|
)
|
$
|
(1,720,745
|
)
|
||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(144,957
|
)
|
(144,957
|
)
|
|||||||||||||||||||
Balances at December 31, 2016
|
-
|
-
|
362,200
|
36
|
31,690,302
|
(33,556,040
|
)
|
(1,865,702
|
)
|
|||||||||||||||||||
Stock issued to officer for services rendered
|
1,000,000
|
37,500
|
9,710,295
|
971
|
12,428,207
|
-
|
12,466,678
|
|||||||||||||||||||||
Stock issued to consultants for services rendered or to be rendered
|
-
|
-
|
16,518,108
|
1,652
|
21,141,526
|
-
|
21,143,178
|
|||||||||||||||||||||
Cancellation of stock issued issued to officer pursuant to restructuring agreement
|
(1,000,000
|
)
|
(37,500
|
)
|
(10,000,795
|
)
|
(1,000
|
)
|
38,500
|
-
|
-
|
|||||||||||||||||
Cancellation of stock previously issued in exchange for consulting services pursuant to restructuring agreement
|
-
|
-
|
(15,860,295
|
)
|
(1,586
|
)
|
(7,870,414
|
)
|
-
|
(7,872,000
|
)
|
|||||||||||||||||
Stock issued to purchase investment in Rock3r Labs, LLC
|
-
|
-
|
9,677,208
|
968
|
12,385,858
|
-
|
12,386,826
|
|||||||||||||||||||||
Stock issued upon conversion of debt
|
-
|
-
|
1,355,783
|
135
|
1,517,665
|
-
|
1,517,800
|
|||||||||||||||||||||
Stock issued to convertible debt holders pursuant to restructuring agreement
|
-
|
-
|
1,185,783
|
119
|
(119
|
)
|
-
|
-
|
||||||||||||||||||||
Stock issued for convertible debt financing
|
-
|
-
|
250,000
|
25
|
319,975
|
-
|
320,000
|
|||||||||||||||||||||
Stock issued for investment in Protect Pharmaceutical Solutions
|
-
|
-
|
3,000,000
|
300
|
3,839,700
|
-
|
3,840,000
|
|||||||||||||||||||||
Cancellation of stock issued for investments in Protect Pharmaceutical Solutions pursuant to restructuring agreement
|
-
|
-
|
(3,000,000
|
)
|
(300
|
)
|
(3,839,700
|
)
|
-
|
(3,840,000
|
)
|
|||||||||||||||||
Stock issued for purchase of Park Road Solutions
|
-
|
-
|
80,000
|
8
|
102,392
|
-
|
102,400
|
|||||||||||||||||||||
Stock issued for settlement of default and release with Rokk3r Fuel Fund 2, LP pursuant to restructuring agreement
|
-
|
-
|
7,500,000
|
750
|
68,000
|
-
|
68,750
|
|||||||||||||||||||||
Stock issued for contribution of intangible assets to Rokk3r Labs, LLC pursuant to restructuring agreement
|
-
|
-
|
74,050,000
|
7,405
|
(7,405
|
)
|
-
|
-
|
||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(37,898,285
|
)
|
(37,898,285
|
)
|
|||||||||||||||||||
Balances at December 31, 2017
|
-
|
$
|
-
|
94,828,287
|
$
|
9,483
|
$
|
71,814,487
|
$
|
(71,454,325
|
)
|
$
|
369,645
|
For the Years ended
|
||||||||
December 31,
|
||||||||
2017
|
2016
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(37,898,285
|
)
|
$
|
(144,957
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Gain on the extinguishment of debt
|
(1,889,938
|
)
|
-
|
|||||
Common stock issued for compensation and consulting services
|
25,737,856
|
-
|
||||||
Common stock issued for settlement pursuant to restructuring agreement
|
68,750
|
-
|
||||||
Impairment loss
|
12,489,226
|
-
|
||||||
Non-cash interest expense
|
560,000
|
-
|
||||||
Bad debt
|
5,784
|
-
|
||||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(5,784
|
)
|
-
|
|||||
Accounts payable
|
52,619
|
-
|
||||||
Accrued expense
|
13,369
|
(5,935
|
)
|
|||||
Due to parent company
|
16,492
|
-
|
||||||
Accrued interest payable - related party
|
19,506
|
95,437
|
||||||
Net cash used in operating activities
|
(830,405
|
)
|
(55,455
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment in Rock3r Labs, LLC
|
(1,000,000
|
)
|
-
|
|||||
Net cash used in investing activities
|
(1,000,000
|
)
|
-
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from loan - related party
|
12,605
|
55,455
|
||||||
Cash proceeds from notes payable
|
1,517,800
|
-
|
||||||
Proceeds from convertible note payable
|
300,000
|
-
|
||||||
Net cash provided by financing activities
|
1,830,405
|
55,455
|
||||||
Increase in Cash
|
-
|
-
|
||||||
Cash at beginning of year
|
-
|
-
|
||||||
Cash at end of year
|
$
|
-
|
$
|
-
|
||||
Supplemental schedule of non-cash investing and financing activities
|
||||||||
Common stock issued for compensation and consulting services
|
$
|
25,737,856
|
$
|
-
|
||||
Stock issued for debt conversion
|
$
|
1,517,800
|
$
|
-
|
||||
Stock issued for acquisition of Park Road Solutions
|
$
|
102,400
|
$
|
-
|
||||
Stock issued to purchase interest in Rock3r Labs, LLC
|
$
|
12,386,826
|
$
|
-
|
||||
Common stock issued for settlement pursuant to restructuring agreement
|
$
|
68,750
|
$
|
-
|
||||
Accouts payable converted to note payable
|
$
|
12,000
|
$
|
-
|
||||
Supplemental Disclosure of Interest and Income Taxes Paid:
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
·
|
The Company and Eight Dragons Acquisition, LLC (“Eight Dragons LLC”), an affiliate of Ms. Taylor, rescinded certain transactions between the Company and Eight Dragons LLC, and in connection therewith Eight Dragons LLC returned to the Company 290,500 shares of Common Stock, for no additional consideration.
|
·
|
The Company and Ms. Taylor rescinded certain transactions between the Company and Ms. Taylor, and in connection therewith Ms. Taylor returned to the Company 9,710,295 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Company, for no additional consideration. In connection therewith, the Company and Ms. Taylor entered into the Taylor Rescission Agreement.
|
·
|
Pursuant to an Asset and Intellectual Property Contribution and Assignment Agreement entered into between the Company and Rokk3r Labs dated December 26, 2017 (the “Contribution and Assignment Agreement”), Rokk3r Labs contributed to the capital of the Company certain intellectual property assets of Rokk3r Labs in exchange for the issuance to Rokk3r Labs of 74,050,000 shares of unregistered Common Stock. The Contribution and Assignment Agreement was entered into as one of the conditions to the Restructuring Agreement.
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
Convertible debt
|
|
|
430,000
|
|
-
|
|
December 31,
2017
|
December 31,
2016
|
||||||
Principal amount
|
$
|
430,000
|
$
|
-
|
||||
Add: debt premium liability
|
110,000
|
-
|
||||||
Convertible notes payable, net
|
$
|
540,000
|
$
|
-
|
|
Years Ended December 31,
|
|||||||
|
2017
|
2016
|
||||||
Income tax benefit at U.S. statutory rate of 34%
|
$
|
(12,885,417
|
)
|
$
|
(49,285
|
)
|
||
Income tax benefit – state
|
(1,894,914
|
)
|
(7,248
|
)
|
||||
Non-deductible expenses
|
14,389,886
|
-
|
||||||
Effect of change in effective rate
|
130,148
|
-
|
||||||
Change in valuation allowance
|
(260,297
|
)
|
56,533
|
|||||
Total provision for income tax
|
$
|
-
|
$
|
-
|
Deferred Tax Asset:
|
December 31,
2017
|
December 31,
2016
|
||||||
Net operating loss carryforward
|
$
|
507,297
|
$
|
370,500
|
||||
Total deferred tax asset
|
507,297
|
370,500
|
||||||
Less: Valuation allowance
|
(507,297
|
)
|
(370,500
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
1 Year ROKK3R (CE) Chart |
1 Month ROKK3R (CE) Chart |
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