WASHINGTON, DC, December 15, 2023 -As many are aware, Rogue One, Inc. (“Company”) has not submitted any financial statements subsequent to the Quarterly Report dated September 30, 2021. It is imperative to note that the recent action undertaken by the Securities and Exchange Commission on December 5, 2023, was not involuntary, but a result of a negotiated ‘Stipulation Letter’ with the SEC which leads to revoking our 12G securities registration status. Consequently, Rogue One, Inc is no longer a mandatory SEC filer. The most recent financial statement submitted was the Third Quarter 2021 Form 10-Q, covering the three-month period concluding on September 30, 2021, which incorporated our initial consolidated financial statements post the acquisition of Human Brands International, Inc (“Human Brands”).
The Company has encountered challenges in compiling financial statements subsequent to the report dated September 30, 2021. This issue arose due to the reluctance of two subsidiaries of Human Brands to provide the necessary books and records, in a timely manner, following the acquisition of Human Brands on June 30, 2021. Consequently, Rogue One, Inc., as the parent company, has faced impediments in filing any financial statements beyond that date. Despite repeated assurances from the aforementioned subsidiaries that they would fulfill this obligation, the Company and its shareholders have been adversely affected by the ongoing inability to do so.
Rogue One, Inc., via its wholly owned subsidiary, Human Brands, holds a 51% ownership stake in Agave Webber and a 51% interest in Turasu S de PR de RL. Per SEC filing requirements, Rogue One was required to include these entities in its financial statements. The company encountered a challenge in advancing its financial reporting, and from October 1, 2021, faced an impediment: the inability to proceed with financial reports and the inability to retroactively divest the two non-compliant entities. This impasse presented a significant obstacle for the company.
In light of the apparent challenges in meeting our reporting obligations to the SEC, the Company engaged the services of an additional specialist attorney. Collaborating with our in-house legal counsel, they formulated a strategic approach to address the issue. The devised plan to rectify the problem includes the following steps:
- Initiate discussions with the SEC to voluntarily revoke our 12G filing status.
- Commence the divestment process of the two non-compliant subsidiaries, effective October 1, 2021.
- Conduct an internal audit of our financial records, excluding the two subsidiaries (already completed through December 2022).
- Subject the internal audit findings to a thorough review by our external auditors.
With the two non-compliant subsidiaries being divested from Rogue One, the Company will make its best efforts to finalize its audits and proceed with the necessary filings to regulators to restore our trading status.
About Rogue One. Inc:
As a small-cap public entity with constrained financial and managerial capacities, Rogue One, Inc (www.rogueoneinc.com) operates as a holding company, concentrating on strategic acquisitions within the expansive spirit/adult beverage sector and affiliated industries. The Company’s primary focus is directed towards areas of investment opportunity within the Tequila industry. Given our finite resources and contingent upon prevailing circumstances, we may explore opportunities to acquire additional entities featuring specialized products and market prospects. This includes, but is not limited to, ventures within the hospitality/beverage industry that align with our overarching business pursuits in terms of locations and brands.
About Human Brands:
Human Brands International, Inc. (www.humanbrandsinc.com), (“Human Brands”) functions as a small yet diversified holding company operating in the spirit and hospitality sectors, with a primary emphasis on the Tequila industry. Established in late 2014, Human Brands aims to capitalize on the expanding alcohol beverage market and evolving consumer behaviors within the industry.
At its core, Human Brands’ primary focus is on bulk Tequila production operations, working to capitalize on supply contracts with notable Tequila brands, large distilleries, restaurant groups, as well as collaborations with celebrities and athletes. Leveraging its expertise in the Tequila industry, the Company consistently seeks opportunities to capitalize on the growth of Tequila, focusing on opportunities across production, agave plant cultivation, brand development, and distribution. The Company recognizes the potential to successfully expand and market its products but must emphasize that there is no guarantee of achieving sales growth, profitability, positive cash flow, or any combination of these and other objectives.
Certain statements in this press release may contain forward-looking information regarding the Company and Human Brands or both within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934 and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including without limitation, statements regarding the potential future and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Technical, managerial, and financial complications may arise which could materially and adversely impact the ability of the Company, Human Brands, and both of them to achieve any of the plans and goals set forth above.
OVERALL, THIS PRESS RELEASE CONTAINS “FORWARD-LOOKING STATEMENTS”. FORWARD-LOOKING STATEMENTS ARE STATEMENTS CONCERNING ESTIMATES, PLANS, OBJECTIVES, GOALS, STRATEGIES, EXPECTATIONS, INTENTIONS, PROJECTIONS, DEVELOPMENTS, FUTURE EVENTS, PERFORMANCE OR PRODUCTS, UNDERLYING (EXPRESSED OR IMPLIED) ASSUMPTIONS AND OTHER STATEMENTS THAT ARE OTHER THAN HISTORICAL FACTS. IN SOME CASES, FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “ESTIMATED,” “BELIEVES,” “EXPECTS,” “MAY,” “WILL,” “SHOULD,” OR “ANTICIPATES,” OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY, HUMAN BRANDS, AND THEIR PLANS OR INTENTIONS, ESTIMATES, GOALS, COMPETITIVE TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY AND HUMAN BRANDS. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS SET FORTH HEREIN AND THOSE SET FORTH IN OUR MOST RECENT FORM 10-K, INCLUDING, BUT NOT LIMITED TO “THE FACTORS THAT MAY AFFECT FUTURE RESULTS” SHOWN AS ITEM 1A IN OUR FORM 10-K AND THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS LIMITED ASSETS AND OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, THE UNCERTAINTIES ARISING OUT OF THE GLOBAL PANDEMIC PARTICULARLY BUT NOT EXCLUSIVELY IN MEXICO AND THE LEGAL UNCERTAINTIES THAT DIRECTLY AND INDIRECTLY IMPACT DEVELOPMENT-STAGE COMPANIES. ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS PRESS RELEASE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.
Contact: Joe Poe, Jr, Janon Costley or Investor Relations
SOURCE: Rogue One, Inc.