WASHINGTON, DC, Jan. 21, 2022 — McapMediaWire — Rogue One, Inc., a Nevada corporation (OTC Pink: ROAG) (the “Company,” “we,” “us,” and “our”) disclosed that the Company is aware of the action taken by OTC Markets in downgrading our Common Stock to the Expert Market.
We believe that the action taken by OTC Markets is a direct result of our failure to timely file our Third Quarter 2021 Form 10-Q for the three-month period ending September 30, 2021. This Form 10-Q should have been filed with the Securities and Exchange Commission (the “Commission”) no later than November 15, 2021 and it contains our first consolidated financial statements following our acquisition of Human Brands International, Inc (“Human Brands”).
Our Chief Executive Officer, Joe E. Poe, Jr. noted that “Human Brands has several operating divisions in the US and Mexico. Human Brands encountered unanticipated problems in converting their accounting data to meet US GAAP standards in order to meet the November 15, 2021 Form 10-Q filing deadline. These difficulties arose in the context of the COVID 19 pandemic and in onboarding of internal auditor/controller staff including a key member of the accounting staff at Human Brands whose family was experiencing a serious family medical emergency. All of this resulted in the Company experiencing additional delays that recently appear to be moving to a full resolution.” Mr. Poe added that “while we believe that these issues will be resolved in the near future, the delays that we encountered were not anticipated and we are hopeful that we will not experience further delays in filing our periodic reports with the Commission in the future.”
Mr. Poe further stated that “We regret that our Common Stock has been down-graded to the Expert Market, and as circumstances allow, we hope that we may be able to mitigate the adverse trading market consequences resulting from this down-grading action. To that end, we have engaged the services of a FINRA-registered broker-dealer to file an updated Form 15c211 for the Company that we hope may further limit the adverse effect on the trading market for our Common Stock.”
The Company’s Chief Executive Officer, Joe E. Poe, Jr. reported that: “Since the Company retained new management, we have completed eight (8) years of periodic filings with the Commission (going back to 2014). While we are hopeful that we can fulfill our disclosure obligations under the Securities Exchange Act of 1934 in the future and avoid any additional difficulties, we cannot assure you that we will be successful in these efforts. We remain optimistic that we will have the ability to fulfill our disclosure obligations as expeditiously as possible. However, we can not assure you that we will achieve these and other goals and otherwise avoid further similar or related problems in the future.”
About Rogue One. Inc:
We are a small public company with limited financial and managerial resources. Rogue One, Inc (www.rogueoneinc.com) is a holding company that focuses on acquisition opportunities in the multi-trillion-dollar spirit/adult beverage sector and related industries. We primarily target companies, and/or exclusive production and supply agreements in the tequila industry. Subject to our limited resources and as circumstances allow, we may seek opportunities to acquire other companies that possess specialized product and market opportunities including, but not limited to, those in the hospitality industry with locations and brands that will be supported by our underlying
About Human Brands:
Human Brands International, Inc. (www.humanbrandsinc.com) (“Human Brands”) is a small but somewhat diversified holding company in the spirit and hospitality sectors with a primary focus on the tequila industry. Human Brands was established in late 2014 to capitalize on the growing alcohol beverage market and changing consumer habits in the industry. The company’s “Ground to Glass” platform currently consists of several wholly owned subsidiaries that focus on five key areas of business: Agave, Bulk Tequila Production, Brand Development, Import/Export and Hospitality. Human Brands has operating divisions that own and manage over 400,000 agave plants, several premium spirit brands such as Armero Tequila, three hospitality concepts (Santo Coyote, Santa Cantina, Museo by Santo). Human Brands holds exclusive import/export rights for a variety of spirit brands (CapCity Beverage). Human Brands’ core foundation is built upon its bulk tequila production operations with supply contracts with certain well-known tequila brands, certain large distilleries, and restaurant groups as well as celebrities and athletes. While we believe that Human Brands may have the ability to grow and sell its alcoholic beverages successfully, we cannot assure you that it will achieve sales growth, profitability, positive cash flow or any one or more 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 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.