Attached files
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EX-10.12 - ROKWADER, INC. | v206413_ex10-12.htm |
EX-10.14 - ROKWADER, INC. | v206413_ex10-14.htm |
EX-10.13 - ROKWADER, INC. | v206413_ex10-13.htm |
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):
December 17, 2010
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ROKWADER,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
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333-125314
(Commission
File Number)
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73-1731755
(I.R.S.
Employer
Identification
No.)
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23300
Ventura Boulevard, 2nd
Floor
Woodland
Hills, California 91364
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(Address
of principal executive offices) (zip code)
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(818)
224-3675
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a material Agreement
On
December 17, 2010, Latigo Shore Music, Inc. (“Latigo”), a wholly-owned
subsidiary of Rokwader, Inc. (the “Company”), acquired all right, title and
interest in 50 musical compositions from the Gary Harju music catalog to the
extent of his writer’s and publisher’s share (the “Harju
Catalog”). The Harju Catalog (including copyrights and publishing
rights) consists of 50 original songs written in whole or in part by Gary
Harju. It is important to note that some of the songs are co-written
by other songwriters and the other songwriters and their publishing designees
own the balance of the percentages of these songs. This is standard
procedure in the music industry as many songs are collaborations of more than
one writer. Some of the songs are owned outright by Latigo as a
result of the acquisition, and others are and will continue to be subject to
publishing agreements with various music publishers, who will continue to
collect the publisher’s share of royalties. The other parties who
have partial interests in the catalog will continue to receive their share of
royalties and other income. All of Mr. Harju’s rights and the
royalties associated therewith will come to Latigo. Steve Dorff,
President of Latigo and a director of the Company, is a collaborator/writer on
many of these songs; however, Mr. Dorff’s past ownership of these compositions
is not included in the Harju Catalog.
Gary
Harju is a noted lyricist and songwriter who has written chart-topping hits for
some of the great artists of this or any generation. Gary's songs
have been responsible for selling several million copies worldwide, his most
notable being the #1 Hit "The Man in Love with You" (co-written by Steve Dorff)
for George Strait.
Some of
the notable compositions and past hits are:
From
Clint Eastwood’s film “Bronco Billy” the song “Bronco Billy”
“Cowboys
and Clowns” recorded by Ronnie Milsap
“Fire in
the Morning” recorded by Melissa Manchester
“If I Had
You” recorded by Karen Carpenter
“LA
Plane” and “Pirate” recorded by Cher
“My
Angel’s Lullaby” recorded by Reba McIntire for REBA, TV Series
“Never
Givin’ Up on You” recorded by Johnny Mathis
“The Man
in Love with You” recorded by George Strait
We expect
minimal royalties from this purchase. Although there is no assurance
of greater returns, in the music industry, if one of these songs that has been a
big seller in the past gets re-packaged, the potential is for more meaningful
royalties.
Section
2-Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a
Registrant
On
November 17, 2010, Brooktide, LLC, a limited liability company controlled by
Yale Farar, the Company’s President, (“Brooktide”) loaned $16,000 to Latigo
Shore Music, Inc., a wholly-owned subsidiary of the Company (“Latigo”), and
Latigo executed a Convertible Promissory Note (the “Latigo Note”) and a Security
Agreement in favor of Brooktide. The proceeds of the Note were
principally used to acquire the Harju Catalog ( see Item 1.01
above). The Latigo Note is secured by the Harju Catalog and evidenced
by a Security Agreement. In addition, on December 17, 2010, Brooktide
loaned $9,000 to the Company and the Company executed a Convertible Promissory
Note in favor of Brooktide (the “Rokwader Note”). The proceeds of the Rokwader
Note will be used to pay fees and expenses, to the extent such expenses are not
deferred, arising from the Company’s compliance with its public reporting
requirements and to continue to create viable entertainment assets in the music
recording industry. Pursuant to the terms of both the Rokwader Note and the
Latigo Note (the “Notes”) each carries interest of 6% per annum and are
convertible at the option of the holder at any time into common stock of the
Company at $.75 per share. The Notes are demand notes and may be paid
at any time without premium or penalty. The outstanding balance on the Notes is
immediately due and payable without notice or demand, upon or at anytime after
the occurrence or existence of any one or more of the listed “Events of
Default”.
Item
9.01 Financial Statements and
Exhibits
(d)
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Exhibits
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Convertible
Promissory Note between the Company and Brooktide, LLC in the amount of
$9,000 dated December 17, 2010.
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10.13
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Convertible
Promissory Note between Latigo Shore Music, Inc. and Brooktide, LLC in the
amount of $16,000 dated December 17, 2010.
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10.14
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Security
Agreement entered into by Latigo shore Music, Inc. and Brooktide, LLC
dated December 17, 2010.
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SIGNATURE
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:
December 22, 2010
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Rokwader,
Inc.
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By:
/s/Yale Farar
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Yale
Farar
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Chief
Executive Officer
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