UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September,~~March ~~2016~~31, 2017

o☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 000-51867

ROKWADER, INC.

(Exact name of small business issuer as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

7929

(Primary Standard Industrial

Classification Code Number)

73-1731755

(I.R.S. Employer

Identification No.)

15466 Los Gatos Blvd., #109-352, Los Gatos, CA 95032

(Address of principal executive offices)

(408) 221-6900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No þ

The number of shares of Common Stock, $0.001 par value, of the registrant outstanding as of ~~November~~June 2215, ~~2016~~2017 was 18,~~267~~392,777.

TABLE OF CONTENTS

	Page
PART I.
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015	4
Condensed Consolidated Balance Sheets as of March 31, 2017 (Unaudited) and December 31, 2016	4
Condensed Consolidated Statements of Operations for the Three Months and Nine Months ended September 30, 2016 and 2015 (Unaudited)	6
Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2017 and 2016 (Unaudited)	6
Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2016 and 2015 (Unaudited)	7
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2017 and 2016 (Unaudited)	7
Notes to the Condensed Consolidated Financial Statements (Unaudited)	9
Notes to the Unaudited Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis or Plan of Operation	2526
Item 3. Quantitative and Qualitative Disclosures About Market Risks.	2927
Item 4. Controls and Procedures	2927
PART II.
Item 1. Legal Proceedings.	3029
Item 1A. Risk Factors.	3029
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	3029
Item 3. Defaults Upon Senior Securities.	3029
Item 4. Mine Safety Disclosures	3029
Item 5. Other Information.	3029
Item 6. Exhibits.	3029
SIGNATURES	3130
EXHIBIT INDEX	3231

As used in this report, the term “the Company,” “we,” “us,” or “our” mean Rokwader, Inc., and its ~~subsidiary~~subsidiaries, unless the context clearly indicates otherwise.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.

PART I.

Item 1. Financial Statements.

ROKWADER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
	SEPTEMBER 30,			DECEMBER 31,
	MARCH 31,			DECEMBER 31,
	2016			2015
	2017			2016
	(UNAUDITED)			(AUDITED)
CURRENT ASSETS:
Cash (Note 1)	$	15,~~433~~846,~~474~~164		$	5,~~165~~921,~~219~~197
Accounts Receivable		2420,~~768~~575			—10,852
Prepaid Expenses		66124,~~940~~600			—27,992
Related Party Receivables (Note 4)		540,726			—
Prepaid Property Taxes		58,841			—
Deposits		130,300			—
TOTAL CURRENT ASSETS		6,050,180			5,960,041
Other Current Assets		55,470			—
TOTAL CURRENT ASSETS		2,251,678			5,165,219
PROPERTY AND EQUIPMENT
Property and Equipment, Net of Accumulated Depreciation of $68,244
Property and Equipment, Net of Accumulated Depreciation
and $893, respectively. (Note 1 & 6)		1,619,117			8,895
of $803,367 and $539,884, respectively (Note 1 & 6)		2,101,095			2,320,002
OTHER ASSETS
Intangible Assets, Net of Accumulated Amortization
of $15,784 and $13,120, respectively (Note 5)		39,216			41,880
of $17,526 and $16,672, respectively (Note 5)		37,474			38,328
Trademarks (Note 5)		19,044			—
Deposits		171,680			171,680
Goodwill (Note 5)		8,753,526			—
Trademarks (Note 5)		19,044			19,044
TOTAL OTHER ASSETS		8,811,786			41,880
Goodwill (Note 5)		7,527,287			7,527,287
TOTAL ASSETS	$	12,682,581		$	5,215,994
TOTAL OTHER ASSETS		7,755,485			7,756,339
TOTAL ASSETS	$	15,906,760		$	16,036,382
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	~~542~~241,~~138~~965		$	6236,~~600~~962
Accrued Expenses		61,090			5,700
Bank Overdraft		561			—
Other Current Liabilities		17,306
Property Taxes Payable		78,455			—
Accrued Dividends Payable		82,385			—
Accrued Expenses		40,185			32,193
Income Tax Payable (Note 1 & 11)		98,312			—
Accrued Interest Payable		1,331			786
Credit Card Payable		4,709			2,654
Other Current Liabilities		27,284			31,348
Accrued Salaries, Wages and Benefits		43,452			—
Gift Cards & Certificates		105,931			159,842
Related Party Payables (Note 4)		464,567			—
Accrued Dividends Payable		181,455			132,706
TOTAL CURRENT LIABILITIES		1,313,959			14,954
Income Tax Payable (Note 1 &10)		110,378			57,854
Accrued Salaries, Wages & Benefits		83,806			166,183
Related Party Payables (Note 4)		344,175			344,067
TOTAL CURRENT LIABILITIES		1,215,526			1,161,941
OTHER LIABILITIES
Deferred Rent		~~169~~128,~~835~~916			—64,458
Deferred Tax Liability (Note 1 & 11)					285
TOTAL OTHER LIABILITIES		128,916			64,458
TOTAL OTHER LIABILITIES		169,835			285
TOTAL LIABILITIES		1,344,442			1,226,399
TOTAL LIABILITIES		1,483,794			15,239
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS’ EQUITY:
Rokwader, Inc. Stockholders' Equity:
Preferred Stock, $.001 par value, 10,000,000 shares were authorized as of September 30, 2016 and December 31, 2015, none issued and outstanding.	$	—		$	—
Preferred Stock, $.001 par value, 10,000,000 shares were authorized as of March 31, 2017 and December 31, 2016, none issued and outstanding.		—			—
Common Stock, $.001 par value, 50,000,000 shares authorized, 18,267,777 shares issued and outstanding as of September 30, 2016 and December 31, 2015.		18,267			18,267
Common Stock, $.001 par value, 50,000,000 shares authorized, 18,392,777 shares issued and outstanding as of March 31, 2017 and 18,292,777 shares issued and outstanding
Additional Paid-In Capital		7,409,426			7,409,426
as of December 31, 2016		18,392			18,292
Accumulated (Deficit)		(2,603,067	)		(2,226,938	)
Additional Paid-In Capital		7,488,051			7,428,151
Total Rokwader, Inc. Stockholders' Equity		4,824,626			5,200,755
Accumulated (Deficit)		(2,994,870	)		(2,750,359	)
Noncontrolling Interest in Net Assets of Subsidiary		6,374,161			—
Total Rokwader, Inc. Stockholders' Equity		4,511,573			4,696,084
TOTAL STOCKHOLDERS' EQUITY (Note 3)		11,198,787			5,200,755
Noncontrolling Interest in Net Assets of Subsidiary		10,050,745			10,113,899
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	12,682,581		$	5,215,994
TOTAL STOCKHOLDERS' EQUITY (Note 2)		14,562,318			14,809,983
SEE ACCOMPANYING NOTES
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	15,906,760		$	16,036,382

See accompanying notes to unaudited condensed consolidated financial statements

ROKWADER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	THREE			THREE			NINE			NINE
	THREE MONTHS			THREE MONTHS
	MONTHS			MONTHS			MONTHS			MONTHS
	ENDED			ENDED
	ENDED			ENDED			ENDED			ENDED
	MARCH 31, 2017			MARCH 31, 2016
	SEPTEMBER 30, 2016			SEPTEMBER 30, 2015			SEPTEMBER 30, 2016			SEPTEMBER 30, 2015
NET REVENUE	$	1,928,973		$	112
NET REVENUE	$	1,972,573		$	1,524		$	3,422,502		$	2,228
COST OF GOODS SOLD		(506,579	)		—
COST OF GOODS SOLD		(494,469	)		—			(816,358	)		—
GROSS PROFIT		1,422,394			112
GROSS PROFIT		1,478,104			1,524			2,606,144			2,228
OPERATING EXPENSES
OPERATING EXPENSES
Selling, General and Administrative		(764,635	)		(107,832	)
Selling, General and Administrative		(1,258,851	)		(344,321	)		(2,138,731	)		(637,695	)
Rent Expense (Note 7)		(382,242	)		(3,483	)
Acquisition Related Expenses		(125,347	)		—			(733,179	)		—
Acquisition Related Expenses (Note 2)		(215,003	)		(17,000	)
TOTAL OPERATING EXPENSES		(1,384,198	)		(344,321	)		(2,871,910	)		(637,695	)
Depreciation and Amortization (Note 5 & 6)		(267,345	)		(1,378	)
INCOME (LOSS) FROM OPERATIONS		93,906			(342,797	)		(265,766	)		(635,467	)
TOTAL OPERATING EXPENSES		(1,629,225	)		(129,693	)
OTHER INCOME (EXPENSES)
LOSS FROM CONTINUING OPERATIONS		(206,831	)		(129,581	)
Interest Income		—			1,360			2,218			1,360
OTHER INCOME (EXPENSES)
Interest Expense		(38	)		—			(76	)		—
Interest Income		—			1,494
Other Income		600			—			600			—
Interest Expense		(545	)		—
TOTAL OTHER INCOME (EXPENSES)		562			1,360			2,742			1,360
Other Income		984			—
INCOME (LOSS) BEFORE INCOME TAXES		94,468			(341,437	)		(263,024	)		(634,107	)
TOTAL OTHER INCOME (EXPENSES)		439			1,494
PROVISION FOR INCOME TAXES (Note 1 & 11)		(120,777	)		—			(99,630	)		—
LOSS BEFORE INCOME TAXES		(206,392	)		(128,087	)
NET INCOME (LOSS)		(26,309	)		(341,437	)		(362,654	)		(634,107	)
PROVISION FOR INCOME TAXES (Note 1 & 10)		(52,524	)		—
NET INCOME ( LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST		14,244			—			13,475			—
NET LOSS		(258,916	)		(128,087	)
NET INCOME ( LOSS) ATTRIBUTABLE TO ROKWADER, INC.	$	(40,553	)	$	(341,437	)	$	(376,129	)	$	(634,107	)
NET LOSS ATTRIBUTABLE TO
NET INCOME (LOSS) PER COMMON SHARE - BASIC & DILUTED	$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.06	)
NONCONTROLLING INTEREST		(14,405	)		—
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED		18,267,777			18,201,110			18,267,777			11,209,611
NET LOSS ATTRIBUTABLE TO
SEE ACCOMPANYING NOTES
ROKWADER, INC.	$	(244,511	)	$	(128,087	)
NET LOSS PER COMMON SHARE - BASIC
& DILUTED	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC & DILUTED		18,308,333			18,267,777
See accompanying notes to unaudited condensed consolidated financial statements

ROKWADER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	THREE MONTHS			THREE MONTHS
	ENDED			ENDED
	MARCH 31, 2017			MARCH 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(258,916	)	$	(128,087	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense		266,491			490
Amortization expense		854			888
Amortized deferred rent		64,458			—

Changes in assets and liabilities:
Accounts receivable		(9,723	)		—
Prepaid expenses		(96,608	)		—
Inventory (Note 2)		(58,841	)		—
Accounts payable		5,003			(1,310	)
Bank overdraft		561			—
Property taxes payable		78,455			—
Accrued expenses		7,992			(5,700	)
Other current liabilities		(4,064	)		—
Gift cards & certificates		(53,911	)		—
Credit card payable		—			(2,654	)
Accrued dividends payable to noncontrolling interest		48,749			—
Income tax payable (Note1 & 10)		52,524			—
Accrued salaries, wages and benefits		(82,377	)		—
Accrued interest payable		545			—

Net Cash Used in Operating Activities		(38,808	)		(136,373	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (Note 6)		(47,584	)		—

Net Cash Used for Investing Activities		(47,584	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		60,000			—
Related party payables (Note 4)		108			—
Distribution to noncontrolling interest		(48,749	)		—

Net Cash Provided by Financing Activities		11,359			—

NET INCREASE IN CASH		(75,033	)		(136,373	)

CASH AT BEGINNING OF YEAR		5,921,197			5,165,219

CASH AT END OF YEAR	$	5,846,164		$	5,028,846

Cash Paid During the Period for:
Interest	$	—		$	—
Income taxes	$	—		$	8,925
See accompanying notes to unaudited condensed consolidated financial statements

ROKWADER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
	NINE			NINE
	MONTHS			MONTHS
	ENDED			ENDED
	SEPTEMBER 30, 2016			SEPTEMBER 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(362,654	)	$	(634,107	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense		67,350			404
Amortization expense		2,664			2,767
Issuance of stock for services rendered		—			4,400
Forgiveness of Debt		—			62,778
Amortized deferred rent		169,835			—
Changes in assets and liabilities:
Accounts receivable		(24,768	)		—
Prepaid expenses		(66,940	)		—
Deposits		(130,300	)		—
Other current assets		(55,470	)		—
Accounts payable		535,539			16,830
Accrued expenses		72,696			5,700
Other current liabilities		(17,306	)		—
Credit card payable		2,055			(11,028	)
Accrued dividends payable to noncontrolling interest		82,385			—
Income tax payable		98,312			—
Accrued salaries, wages and benefits		43,452			—
Accrued interest payable		—			(61,060	)
Deferred tax liability		(285	)		—
Net Cash Provided by (Used in) Operating Activities		416,565			(613,316	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Related party receivables (Note 4)		(540,726	)		—
Purchase of property and equipment (Note 6)		(21,541	)		(9,788	)
Business acquisition (Note 2)		(3,968,225	)		—
Net Cash Used for Investing Activities		(4,530,492	)		(9,788	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		—			6,244,301
Related party payables (Note 4)		464,567			—
Distribution to noncontrolling interest		(82,385	)		—
Repayment of related party note payable		—			(385,000	)
Net Cash Provided by Financing Activities		382,182			5,859,301
NET (DECREASE)/ INCREASE IN CASH		(3,731,745	)		5,236,197
CASH AT BEGINNING OF PERIOD		5,165,219			7,514
CASH AT END OF PERIOD	$	1,433,474		$	5,243,711
Cash Paid During the Period for:
Interest	$	76		$	637
Income taxes	$	1,600		$	3,475
Non-Cash Transactions:
Issuance of Subsidary Stock to Purchase of property
and equipment (Note 2)	$	(3,443,071	)	$	—
Acquisition by Subsidary (Note 2)	$	(3,000,000	)	$	—
Issuance of preferred stock by a subsidiary	$	6,443,071		$	—
Issuance of stock for interest payable	$	—		$	61,060
Forgiveness of notes payable	$	—		$	62,778
SEE ACCOMPANYING NOTES

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY

ROKWADER, INC. (the “Company”), was organized under the laws of the State of Delaware on March 18, 2005 as a vehicle to seek, investigate and, if such investigation warrants, acquire a target company or business that primarily desires to seek the perceived advantages of a publicly-held corporation. On April 23, 2007, Rokwader completed an acquisition of all of the issued and outstanding capital stock of Latigo Shore Music, Inc. (“Latigo”). On April 30, 2016, on the Company’s subsidiaries, Rokwader Acquisition Corp. (“RAC”), acquired a number of car wash businesses in Arizona and entered into multiple agreements related to the acquisition of these businesses. With these acquisitions, the Company has entered the car wash market in Arizona where it plans to establish itself as the market share leader in that Metropolitan Statistical Area (“MSA”) in the car wash industry as its initial launch. With both of these acquisitions, the Company has moved from being a vehicle to acquire target companies to a Company with a fully operational business.

~~Prior~~In toMay ~~the~~and ~~acquisition~~June of2015, the ~~car~~Company underwent ~~wash~~a ~~businesses~~change byof ~~RAC,~~control ~~substantially~~when ~~all~~it sold an aggregate of ~~the~~15,250,000 ~~business~~shares ~~conducted~~of byits ~~Rokwader~~common ~~was~~stock, ~~through~~together ~~Latigo~~with a warrant to purchase an additional 5,900,000 shares of its ~~wholly-owned~~common ~~subsidiary~~stock to Coco Partners, LLC (“Coco”). As a result of this transaction and ~~Subsequently,~~the change of control of the Company’s, our business ~~will~~strategies beand ~~focused~~plan onof ~~growth~~operations ~~through~~has ~~RAC~~evolved into two segments: (i) the continuation of the Latigo music publishing business; and ~~its~~(ii) ~~car~~the ~~wash~~investment ~~acquisitions~~and acquisition vehicle focused on Rokwader Acquisition Corp. (“RAC”) supported by Coco.

InOn May ~~and~~1, ~~June 2015~~2016, one the Company ~~underwent~~’s asubsidiaries, ~~change~~RAC, ofacquired ~~control~~a ~~when~~number ~~it sold an aggregate~~ of ~~15,250,000~~car ~~shares~~wash ofbusinesses ~~its~~in ~~common~~Arizona ~~stock,~~and ~~together~~entered ~~with~~into amultiple ~~warrant~~agreements related to ~~purchase~~the anacquisition ~~additional~~of ~~5,900,000~~these ~~shares~~businesses. ofWith ~~its~~these ~~common~~acquisitions, ~~stock~~the toCompany ~~Coco~~has ~~Partners,~~entered ~~LLC~~the ~~(“Coco”).~~car Aswash amarket ~~result~~in ofArizona ~~this~~where ~~transaction~~it ~~and the~~plans ~~change~~to ofestablish itself ~~control~~as of the ~~Company,~~market ~~our~~share ~~business~~leader ~~strategies~~in ~~and~~that ~~plan~~Metropolitan ofStatistical ~~operations~~Area ~~has~~(“MSA”) ~~evolved~~in ~~into~~the ~~two~~car ~~segments:~~wash ~~(i)~~industry. ~~the~~With ~~continuation~~both of these acquisitions, the ~~Latigo~~Company ~~music~~has ~~publishing~~moved ~~business;~~from ~~and~~being ~~(ii)~~a ~~the~~vehicle ~~investment~~to ~~and~~acquire ~~acquisition~~target ~~vehicle~~companies ~~focused~~to ona ~~RAC~~Company ~~supported~~with bya ~~Coco~~fully operational business.

On May 11, 2016, RAC changed its name to True Blue Car Wash Corp (“True Blue”).

Prior to the acquisition of the car wash businesses by True Blue, substantially all of the business conducted by Rokwader was through Latigo, its wholly-owned subsidiary. Subsequently, the Company’s business will be focused on growth through True Blue and its car wash acquisitions. Through its majority-owned subsidiary, True Blue, the Company intends to acquire additional car washes, and the board of directors of the Company has authorized the Company to invest cash in True Blue in exchange for additional shares of capital stock in True Blue, for the purpose of funding the acquisition of True Blue’s car wash portfolio. The Company believes it will need to raise additional capital in order for True Blue to meet its goal of making acquisitions of several additional car washes in the target MSAs.

BASIS OF PRESENTATION

~~The~~These ~~accompanying~~ unaudited ~~condensed~~ consolidated financial statements have been prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States of America (~~U.S.~~ “GAAP”). for Ininterim financial information and the ~~opinion~~instructions to Form 10-Q and Article 8 of ~~management~~Regulation S-X. Accordingly, they do not include all of the ~~unaudited~~information ~~condensed~~and ~~consolidated~~footnotes required by GAAP for complete financial statements. ~~reflect~~ In the opinion of management, all adjustments of a normal recurring nature ~~that~~and ~~are~~considered necessary for a fair presentation of ~~the~~its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included. ~~Interim~~Operating results for the interim periods are not necessarily indicative of financial results for athe full year. These ~~statements~~unaudited ~~and~~consolidated ~~notes~~financial ~~thereto~~statements should be read in conjunction with the audited consolidated financial statements and notes thereto ~~filed~~included ~~with the Securities and Exchange Commission~~ in the Company’s ~~2015~~ Annual Report on Form 10-K for the year ended December 31, 2016.

PRINCIPLES OF CONSOLIDATION

The ~~consolidated~~unaudited ~~financial~~condensed consolidated financial statements include the accounts of Rokwader, Inc. and subsidiaries. All significant inter-company accounts and transactions have been eliminated. The Company owns 100% of its subsidiary, Latigo Shore Music, Inc. The Company also owns 8562.3827% of its majority-owned subsidiary, True Blue Car Wash Corp.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of these unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of ~~the~~these unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist primarily of cash in banks and highly liquid investments with original maturities of 90 days or less. As of ~~September~~March 3031, 2016 and December 31, 2016, the Company had zero cash equivalents.

CONCENTRATIONS OF CREDIT RISK

The Company maintains all cash in deposit accounts, which at times may exceed federally insured limits. The Company has not experienced a loss in such accounts.

~~As of September 30, 2016 and December 31, 2015, the Company had bank balances of $1,433,474 and $5,165,219, respectively, in three banks.~~ The Company holds more than $250,000 in interest bearing accounts at one bank, thus there is a credit risk related to these cash deposits assince ofthese ~~September~~amounts ~~30,~~exceed ~~2016~~the current federally insured amount of $1250,~~111~~000 per depositor,~~840~~ ~~and~~per asinsured ofbank, ~~December~~for each account ownership category. As of March 31, ~~2015~~2017, the Company had cash balances of $45,~~849~~846,~~763,~~164 ~~since~~in ~~these~~three ~~amounts~~banks ~~exceed~~and the ~~current~~Company ~~federally~~had ~~insured~~a ~~amount~~credit risk of $~~250~~5,~~000~~596,164 ~~per~~related ~~depositor~~to these cash deposits. As of December 31, ~~per~~2016, ~~insured~~the ~~bank~~Company had cash balances of $5,921,197 ~~for~~in ~~each~~three ~~account~~banks ~~ownership~~and ~~category~~the Company had a credit risk of $5,671,197.

9FINANCIAL CONDITION AND PLAN OF OPERATION

~~ROKWADER~~As of March 31, ~~INC.~~2017, ~~AND~~the ~~SUBSIDIARIES~~Company had working capital of $4,834,654, including $5,846,164 of cash on hand.

~~NOTES~~As TOa ~~THE~~result ~~CONSOLIDATED~~of ~~FINANCIAL~~the acquisition, by True ~~STATEMENTS~~Blue of the five Express Car Washes (“Express”) from a leading Express Car Wash operator in the Phoenix area, and the agreements to purchase an additional six Express Car Washes from the same operator, the Company has commenced to generate significant revenues, including $1,928,973 for the three months ended March 31, 2017. The Company believes this acquisition will help accelerate growth, amplify valuation, and create liquidity.

~~NOTE~~Through 1its –subsidiary, ~~SUMMARY~~True OFBlue, ~~SIGNIFICANT~~the ~~ACCOUNTING~~Company ~~POLICIES~~intends to acquire additional car washes in select Metropolitan Strategic Areas (~~CONTINUED~~“MSAs”) as part of its investment and operating strategy. True Blue has identified several Express and Full Service Car Washes (“Flex”) that could be acquired. The Company believes it will incur additional costs associated with the execution of this investment strategy, including legal, accounting, and consulting fees to fund these prospective acquisitions. The Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees, and from other sources of such additional financings.

GOING CONCERN AND PLAN OF OPERATION

The Company’s financial statements have been presented on the basis that it will continue as a going concern. Although, the Company has commenced operations, it has not generated significant revenues from operations to date. The Company has an accumulated deficit of $2,603,067 as of September 30, 2016.

To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources of, such additional financings and the Company does not anticipate that existing shareholders will provide any portion of the Company’s future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company and raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty.

ACCOUNTS RECEIVABLE

The Company reports accounts receivable net of an allowance for doubtful accounts equal to the estimated collection losses to be incurred. Estimated losses are based on actual collection experience and management’s evaluation of the current status of existing receivables. The allowance for doubtful accounts is based on evaluation of various factors influencing the collectability of all receivables. Management anticipates no problems with collection and no allowance for doubtful accounts is considered necessary atas ~~September~~of 30March 31, ~~2016.~~2017 ~~There~~and ~~were no accounts receivable~~ as of December 31, ~~2015~~2016.

A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 30 days. No interest is charged on past-due receivables.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the respective assets, which are as follows:

Machinery and Equipment	2-15 years
Furniture	2-10 years
Leasehold Improvements	15 years

Expenditures for repairs and maintenance are charged to expense as incurred. The costs of major improvements are capitalized. The cost and related accumulated depreciation of property and equipment are removed from the accounts upon retirement or other disposition and any resulting gain or loss is reflected in operations of the period. Depreciation expense for the nine months ended September 30, 2016 and 2015 was $67,350 and $404, respectively.9

BUSINESS COMBINATIONS

The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805 related to Business Combinations, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The fair value of intangible assets is estimated using a cost, market or income approach. Goodwill represents the excess of the purchase price over the estimated fair values of net tangible and intangibles assets acquired. Finite-lived intangibles assets are amortized over their estimated useful lives using straight-line method.

LONG-LIVED ASSETS

The realizability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in our business are written-off in the period identified since they are no longer expected to generate any positive cash flows for us. Long-lived assets that continue to be used by us are periodically evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets is written down to its estimated fair value.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

BUSINESS COMBINATIONS

The Company accounts for business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805 related to Business Combinations, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Goodwill was recorded and it represents the excess of the purchase price over the estimated fair values of net tangible and intangibles assets acquired. Additionally, Topic 805 requires that identifiable intangible assets acquired in a business combination, separate from goodwill, be recorded at their acquisition date fair value. In the event the estimated fair value of the assets and liabilities acquired exceed the purchase price paid, a bargain purchase gain is recorded in the consolidated statement of operations.

LONG-LIVED ASSETS

The recoverability of long-lived assets is evaluated periodically as events or circumstances indicate a possible inability to recover the carrying amount. Long-lived assets that will no longer be used in our business are written-off in the period identified since they are no longer expected to generate any positive cash flows for us. Long-lived assets that continue to be used by us are periodically evaluated for recoverability. Such evaluation is based on various analyses, including cash flow and profitability projections. The analyses necessarily involve significant management judgment. In the event the projected undiscounted cash flows are less than net book value of the assets, the carrying value of the assets is written down to its estimated fair value.

GOODWILL AND INTANGIBLE ASSETS

As required by FASB ASC Topic 350, Intangibles – Goodwill and Other, The Company tests Goodwill and other indefinite life intangible assets at least annually for impairment or when circumstances indicate an impairment may exist, in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives. ~~Intangible~~Goodwill and intangible assets with indefinite life are reviewed, at least annually, for impairment, or when events or circumstances indicate their carrying amount may not be recoverable. Based on the review of goodwill and the intangible assets, no impairment loss was recorded as of ~~September~~March 3031, ~~2016~~2017 or ~~December~~as of December 31, ~~2015~~2016.

REVENUE RECOGNITION

As required by FASB ASC Topic 605, Revenue Recognition (“ASC 605”), the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collection is probable.

Royalty revenues are earned from the receipt of royalties relating to the licensing of rights in musical compositions. The receipt of royalties principally relates to amounts earned from the public performance of copyrighted material, the mechanical reproduction of copyrighted material on recorded media including digital formats, and the use of copyrighted material in synchronization with visual images. Consistent with industry practice, music publishing royalties generally are recognized as revenue when cash is received. Revenue generally is recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

Sales revenue isfrom ~~recognized~~the ~~when earned~~Company’s ~~based on three different scenarios. A customer can purchase one individual~~ car wash ~~and~~operations ~~revenue~~ is recognized ~~at the time the car wash is provided. A second scenario is~~ when aearned ~~customer~~based ~~purchases a monthly membership, the Company recognizes the revenue when the membership is paid. The third scenario is for certain customers that are billed~~ on athree ~~monthly~~different ~~basis. For these customers, revenue is recognized each time the customer comes in for a car wash. They are billed at the end of the month for services provided during that month.~~scenarios:

A customer can purchase one individual car wash and revenue is recognized at the time the car wash is provided.

A customer purchases a monthly membership, the Company recognizes the revenue when the membership is paid. If a customer requests for their membership to be cancelled, the Company authorizes a pro-rata refund for the days the membership is not used.

The third scenario is for certain customers that are billed on a monthly basis. For these customers, revenue is recognized each time the customer comes in for a car wash. They are billed at the end of the month for services provided during that month.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company determined that the revenue recognition criteria, from their car wash operations, is met in each of these three different scenarios. An arrangement exists when a customer uses one of the Company’s car wash facilities. Delivery has occurred when the customer’s car is washed. The sales price is fixed or determinable when the customer selects a car wash from a number of options offered by the Company. Each option has a predetermined price associated with it. Lastly, collection is done prior to the car wash service being provided, in scenarios 1 and 2. Collection in scenario 3 is done after the car wash service is provided only for customers that have established their credit worthiness.

ADVERTISING EXPENSES

Advertising costs are expensed as incurred and are included in selling, general, and administrative expenses in the accompanying statement of operations. Total advertising expenses approximated $~~976~~1,845 and zero for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~zero for the year ended December 31~~2016, ~~2015~~respectively.

STOCK-BASED COMPENSATION

The Company measures compensation cost for stock-based awards based on the estimated fair value of the award, and recognize the cost as an expense on a straight line basis over the employee requisite service period. We estimate the fair value of stock options using a Black-Scholes valuation model.

INCOME TAXES

The Company follows the guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740 related to Income Taxes (Topic 740). According to Topic 740, deferred income taxes are recorded to reflect the tax consequences in future years of temporary differences between the tax basis of the assets and liabilities and their financial amounts at year-end.

For federal income tax purposes, substantially all expenses incurred prior to the commencement of operations must be deferred and then they may be written off over a 180-month period. Tax deductible losses can be carried forward for 20 years until utilized for federal tax purposes. The Company will provide a valuation allowance in the full amount of the deferred tax assets since there is no assurance of future taxable income. Additionally, the Company may reserve a portion of the deferred tax assets due to restrictions of tax benefits related to changes in ownership.

The Company utilizes the Topic 740 to account for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company’s policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at December 31, 2016 and December 31, 2015.

EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share are computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method. In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

EARNINGS (LOSS) PER COMMON SHARE

EQUITY BASED PAYMENTS TO NON-EMPLOYEES

The Company applied the Financial Accounting Standards Board’s Accounting Standards Codification Topic 505 related to Equity Based Payments to Non-Employees to account for the options and warrants issued, as disclosed in Note 3 of these consolidated financial statements. According to Topic 505, all transactions in which goods or services are the consideration received for the issuance of equity instruments shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company believes that fair value of these options and warrants is a more reliable measure of the consideration received for services performed for the Company. We determined the fair value of these equity instruments using the Black-Scholes option-pricing model. Factors used in the determination of the fair value of these equity instruments include, the stock price at the grant date, the exercise price, the expected life of the equity instrument, the volatility of the underlying stock, the expected dividends on it, and the risk-free interest rate over the expected life of the equity instrument.

PREFERRED STOCK

The Board of Directors of True Blue ~~Car Wash Corp.~~, a majority-owned subsidiary of the Company, approved the issuance of 2,000,000 shares of Preferred Stock and designates these ~~shares~~ shares as Series A 4% Convertible Preferred Stock (“Series A Preferred”). The Series A Preferred has a face amount of $3.75. The Series A Preferred pays a 4% annual dividend on the face amount, payable quarterly, in arrears. True Blue may defer ~~payment~~ payment of the dividend, in the event loan covenants or other financial restrictions prevent payment, but in such event the dividend ~~shall~~ shall accrue, and be paid on a Liquidity or Liquidation Event. A Liquidity Event is defined as an initial public offering, a sale, or or a merger. Each issued and outstanding share of Series A Preferred is entitled to have one non-cumulative vote each, at each ~~meeting~~ meeting of stockholder of True Blue with respect to any and all matters presented to the stockholders of True Blue for their action or or consideration. The stockholders shall have the right at any time to convert outstanding shares of Series A Preferred into fully paid and nonassessable shares of common stock, at an initial conversion ratio of one share of common stock for each one share of Series A Preferred surrendered for conversion.

SEGMENT DISCLOSURE

FASB ASC Topic 280, Segment Reporting, ~~establishes~~ establishes standards for reporting financial and descriptive information about a public entity’s reportable segments. As of ~~September 30~~December 31, 2016, the Company operated through two reportable business segments: (1) Latigo music publishing business; and (2) the investment and acquisition vehicle focused on True Blue. Prior to April 2016, the Company operated through one reportable business segment; however, with the addition of True Blue in April 2016, the Company segregated its operations into two reporting segments to assess the performance of its business in the same way that management intends to review our performance and make operating decisions.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2017, the FASB issued Accounting Standards Update (ASU) 2017-04, Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. ASU 2017-04 was issued by the Board to determine whether amendments, similar to those in 2014, that allowed private companies an alternative accounting treatment for subsequently measuring goodwill, should be considered for other entities, including public business entities and not-for-profit entities. The amendments in this Update state that to simplify the subsequent measurement of goodwill, the Board eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination.

Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~RECENT~~The ~~ACCOUNTING~~Board ~~PRONOUNCEMENTS~~also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets.

InThis ~~April~~Update ~~2016,~~also includes amendments to the ~~FASB~~Overview ~~issued~~and ~~Accounting Standards~~Background ~~Update~~Sections of the Codification (~~ASU~~as discussed in Part II of the amendments) ~~2016-10,~~as ~~Revenue~~part ~~from~~of ~~Contracts~~the ~~with~~Board’s initiative ~~Customers~~to ~~(Topic~~unify ~~606)~~and ~~Identifying~~improve ~~Performance~~the ~~Obligations~~Overview and ~~Licensing (ASU~~Background ~~2016-10).~~Sections ~~ASU~~across ~~2016-10~~Topics ~~was~~and ~~issued~~Subtopics. byThese ~~the~~changes ~~Board~~should tonot ~~improve~~affect the ~~Topic~~related ~~606~~guidance byin ~~reducing:~~these Subtopics.

1)An ~~The~~entity ~~potential~~should apply the amendments in this Update on a prospective basis. An entity is required to disclose the nature of and reason for ~~diversity~~the change in ~~practice~~accounting principle atupon ~~initial~~transition. ~~application~~That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this Update.

2)A ~~The~~public ~~cost~~business entity that is a U.S. Securities and ~~complexity~~Exchange ofCommission ~~applying~~(SEC) ~~Topic~~filer ~~606~~should ~~both~~adopt atthe ~~transition~~amendments ~~and~~in onthis Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. A public business entity that is not an ~~ongoing~~SEC ~~basis~~filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the guidance of this Update for future implementation.

~~The~~RECENT ~~core~~ACCOUNTING ~~principle~~PRONOUNCEMENTS of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.(CONTINUED)

ToIn ~~achieve~~January 2017, the FASB issued Accounting Standards Update (ASU) 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business. ASU 2017-01 was issued by the Board to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this Update provide a screen to determine when a set is not a business. The screen requires that ~~core~~when ~~principle~~substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this Update (1) require that to be considered a business, a set must include, at a minimum, an ~~entity~~input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the Board has developed more stringent criteria for sets without outputs. Lastly, the amendments in this Update narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities should apply the ~~following~~amendments ~~steps:~~to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments should be applied prospectively on or after the effective date. The Company has assessed the application of this Update and does not anticipate it will have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

1) Identify the contract(s) with a customer

2) Identify the performance obligations in the contract

3) Determine the transaction price.

4) Allocate the transaction price to the performance obligations in the contract.

5) Recognize revenue when (or as) the entity satisfies a performance obligation.

The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guide, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in ASU 2016-10 are for annual reporting periods beginning after December 31, 2016, including interim periods within that reporting period.

FASB ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company is currently assessing this guidance for future implementation.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 was issued as part of the Board’s Simplification Initiative. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, Accounting for Income Taxes, Classification of Excess Tax Benefits on the Statement of Cash Flows, Forfeitures, Minimum Statutory Tax Withholding Requirements, Classification of Employee Taxes Paid on the Statement of Cash Flows When an Employer Withholds Shares for Tax-Withholding Purposes, Practical Expedient- Expected Term, and Intrinsic Value. The amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently assessing this guidance for future implementation.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

The amendments in this Update are effective for fiscal years and interim periods beginning after December 15, 2018. The Company is currently assessing this guidance for future implementation.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – BUSINESS COMBINATIONS

On ~~April~~May 301, 2016, True Blue Car Wash Corp. (“True Blue”), a majority-owned subsidiary of the Company and formerly known as Rokwader Acquisition Corp, completed the acquisitions of five car wash businesses in Arizona, collectively known as Clean Freak Car Wash (“Clean Freak”), and entered into four individual real property lease agreements with each car wash business for use of the premises where these car wash businesses are located. Additionally, True Blue entered into separate Forward Purchase Agreements with six other car wash businesses to purchase all of their operations and business property upon satisfaction of certain financial performance metrics. With these acquisitions, the Company has entered the car wash market in Arizona where it plans to establish itself as a leader in the car wash industry.

True Blue agreed to purchase from the shareholders of Clean Freak USA, Inc. 100% of their stock. Clean Freak USA, Inc. is a privately held company. Clean Freak USA, Inc.’s business is the management, operation, and development of car wash facilities and related uses such as but not limited to convenient shop, restaurants, and other facilities located within or adjacent to the car wash facility. True Blue agreed to purchase these shares in consideration of 800,000 shares of True Blue’s Series A 4% convertible preferred stock at a price of $3.75 per share for a total of $3,000,000.

The consideration will be transferred to the shareholders of Clean Freak USA, Inc. in two portions. The first portion will be a transfer of 400,000 shares of True Blue’s Series A 4% convertible preferred stock at April 30, 2016, the closing date of the Stock Purchase Agreement. The remaining 400,000 shares of Series A 4% convertible preferred stock will be treated as contingent consideration and will be transferred to the shareholders when all the Retained Car Wash Businesses listed in the Stock Purchase Agreement are purchased by True Blue pursuant to Forward Purchase Agreements in place between True Blue and the Retained Car Wash Businesses.

As part of the acquisition of the Clean ~~Freak~~ Freak car wash businesses, True Blue entered into Asset Contribution Agreements (“ACA”) with five separate car wash businesses. True Blue entered into an ACA with CF Car Wash I, LLC in which True Blue agreed to acquire certain assets owned by CF Car Wash I, LLC, except for real estate, for $1,968,~~333~~133 of which $888,803 was in cash and $1,079,~~530~~330 was in True Blue Series A 4% convertible preferred stock at a price of $3.75 per share.

True Blue also entered into an ACA with CF Car Wash II, LLC in which True Blue agreed to acquire certain assets owned by CF Car Wash II, LLC, except for real estate, for $1,284,~~629~~166 of which $300,943 was in cash and $983,~~686~~223 was in True Blue Series A 4% convertible preferred stock at a price of $3.75 per share.

A third separate ACA was entered into by True Blue with CF Car Wash Camelback, LLC to acquire certain assets owned by CF Car Wash Camelback, LLC, except for real estate, for $1,293,334 of which $633,676 was in cash and $659,658 was in True Blue Series A 4% convertible preferred stock at a price of $3.75 per share.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – BUSINESS COMBINATIONS (CONTINUED)

A fourth ACA was entered into by True Blue with CF Car Wash Chandler, LLC in which True Blue agreed to acquire certain assets owned by CF Car Wash Chandler, LLC, except for real estate, for $262,500 in cash.

The fifth ACA agreement was with CF Car Wash Bell, LLC in which True Blue agreed to acquire certain assets owned by CF Car Wash Bell, LLC for $2,602,500 of which $1,882,303 was in cash and $720,197 was in True Blue Series A 4% convertible preferred stock valued at a price of $3.75.

In addition, on April 30, 2016, True Blue entered into real property lease agreements with CF Car Wash I, LLC, CF Car Wash II, LLC, CF Car Wash Camelback, LLC, and CF Car Wash Chandler, LLC to lease the premises where each of the four car wash businesses are located. In June 2016, these properties were sold to Lifestyle Property Partners, LP and the real property lease agreements were transferred to Lifestyle Property Partners, LP. Lifestyle Property Partners, LP is a related party and is owned, in part, by the President of the Company. On September 16, 2016, Lifestyle Property Partners, LP assigned ownership of the properties to COCO Partners, LLC and COCO Partners sold the real estate to Spirit Master Funding X, LLC (“Spirit”), a non-related party. True Blue entered into a new lease agreement with Spirit and the leases with Lifestyle Property Partners, LP were cancelled.

Additionally, on May 1, 2016, True Blue entered into a Management Agreement with Wash Management Group, LLC (WMG), an Arizona Limited Liability Company. The purpose of this Agreement is to hire WMG to serve as the general manager of the first five express car wash businesses acquired by True Blue, the additional six express car wash business, collectively known as the Retained Car Wash Business, and other car wash operations defined as an express car wash, acquired or developed, in the future, by True Blue or WMG. Due to the nature of this Management Agreement, True Blue treated this as a separate transaction and not considered it part of the consideration transferred for the Clean Freak car washes.

The FASB, in ASC Topic 805, Business Combinations (Topic 805), defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination. It also establishes the acquisition date as the date that the acquirer achieves control. The FASB, in Topic 805, requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Topic 805 also states that the acquirer is to recognize contingent consideration at the acquisition date, measured at its fair value at that date.

True Blue ~~provisionally~~ allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of the acquisition. The following table summarizes the consideration paid for each acquisition and the ~~estimated~~ fair values of the assets acquired and liabilities assumed at the acquisition date:

	Clean Freak		CF Car Wash			CF Car Wash
	USA, Inc.		I, LLC			II, LLC
Consideration:
Cash	$	—	$	888,803		$	300,943
Fair value of preferred stock		1,500,000		1,079,530			983,224
Fair value of contingent consideration		1,264,981		—			—
Total Consideration	$	2,764,981	$	1,968,333		$	1,284,167

Provisionally recognized amounts of identifiable assets acquired and liabilities assumed:
Car Wash Equipment	$	—	$	369,774		$	614,351
Car Wash Improvements		—		—			—
Security Equipment		—		35,992			11,426
Machinery & Equipment		—		—			—
Furniture & Equipment		—		27,126			1,167
Car Wash Vending Machines		—		13,315			—
Office Equipment		—		13,793			3,056
Inventory		—		3,024			3,023
Gift Cards & Certificates		—		(5,500	)		(2,500	)
Trademark		19,044		—			—
Goodwill		2,745,937		1,510,809			653,644
Gain on Bargain Purchase		—		—			—
	$	2,764,981	$	1,968,333		$	1,284,167

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – BUSINESS COMBINATIONS (CONTINUED)

	Clean Freak			CF Car Wash			CF Car Wash
	CF Car Wash			CF Car Wash			CF Car Wash
	USA, Inc.			I, LLC			II, LLC
	Camelback, LLC			Chandler, LLC			Bell, LLC			Total
Consideration:
Cash	$	—633,676		$	~~888~~262,~~803~~500		$	~~300~~1,~~943~~882,303		$	3,968,225
Fair value of preferred stock		1659,~~500,000~~658			~~1,079,530~~—			~~983~~720,~~686~~197			4,942,609
Fair value of contingent consideration		~~1,500,000~~—			—			—			1,264,981
Total Consideration	$	31,~~000~~293,~~000~~334		$	1262,~~968,333~~500		$	12,~~284~~602,~~629~~500		$	10,175,815
Provisionally recognized amounts of identifiable
Provisionally recognized amounts of identifiable assets acquired and liabilities assumed:
assets acquired and liabilities assumed:
Car Wash Equipment	$	285,952		$	433,645		$	282,542		$	1,986,264
Car Wash Equipment	$	—		$	129,506		$	416,709
Car Wash Improvements		330,957			—			298,778			629,735
Car Wash Improvements		—			—			—
Security Equipment		16,966			21,495			8,959			94,838
Security Equipment		—			—			2,399
Machinery & Equipment		3,172			—			30,533			33,705
Machinery & Equipment		—			—			—
Furniture & Equipment		3,593			4,860			19,188			55,934
Furniture & Equipment		—			—			—
Car Wash Vending Machines		—			—			—			13,315
Car Wash Vending Machines		—			3,938			—
Office Equipment		—			—			—			16,849
Office Equipment		—			4,132			2,043
Inventory		3,023			3,023			3,024			15,117
Inventory		—			3,024			3,023
Gift Cards & Certificates		(3,500	)		(4,000	)		(4,250	)		(19,750	)
Gift Cards & Certificates		—			(5,500	)		(2,500	)
Trademark		—			—			—			19,044
Trademark		19,044			—			—
Goodwill		653,171			—			1,963,726			7,527,287
Goodwill		2,980,956			1,833,233			862,955
Gain on Bargain Purchase		—			(196,523	)		—			(196,523	)
	$	31,~~000~~293,~~000~~334		$	1262,~~968,333~~500		$	12,~~284~~602,~~629~~500		$	10,175,815

	CF Car Wash			CF Car Wash			CF Car Wash
	Camelback, LLC			Chandler, LLC			Bell, LLC			Total
Consideration:
Cash	$	633,676		$	262,500		$	1,882,303		$	3,968,225
Fair value of preferred stock		659,658			—			720,197			4,943,071
Fair value of contingent consideration		—			—			—			1,500,000
Total Consideration	$	1,293,334		$	262,500		$	2,602,500		$	10,411,296
Provisionally recognized amounts of identifiable
assets acquired and liabilities assumed:
Car Wash Equipment	$	144,524		$	57,818		$	308,988		$	1,057,545
Car Wash Improvements		169,305			—			336,541			505,846
Security Equipment		—			2,866			—			5,265
Machinery & Equipment		1,600			—			33,390			34,990
Furniture & Equipment		7,968			647			20,984			29,599
Car Wash Vending Machines		—			—			—			3,938
Office Equipment		—			—			—			6,175
Inventory		3,024			3,023			3,023			15,117
Gift Cards & Certificates		(4,000	)		(3,500	)		(4,250	)		(19,750	)
Trademark		—			—			—			19,044
Goodwill		970,913			201,646			1,903,824			8,753,527
	$	1,293,334		$	262,500		$	2,602,500		$	10,411,296

In accordance with U.S. GAAP, the fair value of the stock issued as part of the consideration transferred was measured on the closing date of the acquisition based on agreements between True Blue and third parties. The fair value of contingent consideration was determined by applying an acceptable model based on a discounted expected payment. The model uses a probability weight which True Blue determined to be 95%. The model also excludes the dividend cash flow that would not be paid to the sellers until the preferred stock is actually issued discounted using a 4% rate.

15The assets acquired and liabilities assumed have been measured at their fair values as of April 30, 2016. The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets was recorded as goodwill. The fair values of the net assets acquired were determined using valuation techniques specified in the fair value hierarchy in FASB ASC 820, Fair Value Measurements (FASB ASC 820). The fair values of the acquired net assets are based on inputs that are not observable in the market, and therefore qualify as Level 3 inputs according to FASB ASC 820. True Blue obtained independent third-party appraisals to determine the fair value of the net assets acquired. From the appraisal, True Blue determined that the proper fair value of these assets would be best derived using an income valuation technique, which derives a value indication from the property’s capacity to generate revenue. True Blue determined that using this approach would be more reliable as most owners would be focused on the potential income that could be generated from the assets.

Subsequent to the provisional allocation of the purchase price to the assets acquired and liabilities assumed, the Company recorded an adjustment to goodwill resulting in a net decrease to goodwill of $1,187,282. This decrease was due to the final fair value valuation of the acquired assets. This was the result of an internal analysis performed by the Company that properly identified certain acquired assets as expenditures rather than assets.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – BUSINESS COMBINATIONS (CONTINUED)

InThe ~~according~~following ~~with~~is ~~U.S.~~a ~~GAAP,~~reconciliation ~~the fair value~~ of the ~~stock~~assets ~~issued~~acquired ~~as part of the consideration transferred was measured on the closing date of the acquisition based on agreements between True Blue~~ and ~~third~~liabilities ~~parties.~~assumed:

The estimated fair values of assets acquired and liabilities assumed are Level 3 inputs determined by Management based on various market and income analyses.

	Provisional						Final
	Valuation			Adjustments/			Valuation
	at April 30, 2016			Reclassifications			at April 30, 2016
Car Wash Equipment		1,057,545			928,719			1,986,264
Machinery and Equipment		34,990			(1,285	)		33,705
Car Wash Vending Machine		3,938			9,377			13,315
Car Wash Improvements		505,846			123,889			629,735
Furniture and Equipment		29,599			26,335			55,934
Office Equipment		6,175			10,674			16,849
Security Equipment		5,265			89,573			94,838
Inventory		15,117			—			15,117
Gift Cards & Certificates		(19,750	)		—			(19,750	)
Trademark		19,044			—			19,044
Goodwill		8,714,569			(1,187,282	)		7,527,287
		10,372,338			—			10,372,338

The ~~following~~fair ~~unaudited~~value ~~pro~~of ~~forma information~~the ~~presents~~acquired assets and liabilities assumed from CF Car Wash Chandler, LLC acquisition exceeded the ~~combined~~total ~~financial~~consideration ~~results~~paid. ~~for~~Therefore, the Company recognized a gain on bargain purchase of $196,523 which was reported on the Company’s ~~and~~unaudited ~~Clean~~condensed ~~Freak~~consolidated statement ~~Car~~of ~~Wash~~operations. asPrior ifto the ~~Clean~~recognition ~~Freak~~of ~~Car~~the ~~Wash~~gain ~~acquisition~~on ~~had been~~bargain ~~completed~~purchase, atthe Company reassessed the ~~beginning~~fair value of the acquired assets and liabilities assumed in the acquisition. The Company believes it was able to acquire those assets of CF Car Wash Chandler, LLC for less than their fair value due to the seller’s ~~prior~~built-in ~~year,~~low ~~January~~margin 1,for ~~2015~~increased competition in their location.

	For Three Months Ended					For Nine Months Ended
	September 30, 2016		September 30, 2015			September 30, 2016		September 30, 2015
Net Revenue	$	1,972,573	$	1,647,211		$	5,889,665	$	4,778,523
Net Income (Loss)	$	99,038	$	(300,838	)	$	727,547	$	(1,258,860	)
Net Income (Loss) Atributable to Rokwader, Inc.	$	72,201	$	(256,855	)	$	554,684	$	(1,129,369	)
Net Income (Loss) per Common
Share - Basic & Diluted	$	—	$	(0.01	)	$	0.03	$	(0.06	)

Acquisition related expenses from the Clean Freak car washes acquisition totaled $215,003 and $17,000 for the three months ended March 31, 2017 and 2016, respectively. These costs are primarily related to legal, accounting, and consulting services.

NOTE 3 – STOCKHOLDERS’ EQUITY

The dividend yield reflects that the Company has not paid any cash dividends since inception and does not intend to pay any cash dividends in the foreseeable future.

The following assumptions were used to determine the fair value of the options as of ~~September 30, 2016~~:

	September 30, 2016
	December 31, 2015
Dividend Yield	0	0
Expected Volatility	~~100%~~	100	%
Risk-Free Interest Rate	~~0.49~~	0.49
Term in Years	1	1
Stock Price	~~0.40~~	0.4
Option Exercise Price	~~0.75~~	0.75

~~The following assumptions were used to determine the fair value of the options at date of original issuance on August 3, 2012:~~17

		August 3, 2012
Dividend Yield		0
Expected Volatility		100%
Risk-Free Interest Rate		0.38
Term in Years		1.58
Stock Price		0.75
Option Exercise Price		0.75

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – STOCKHOLDERS’ EQUITY (CONTINUED)

A summary of ~~option~~warrants activity as is ~~presented~~ presented below:

				Weighted		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Life (Years)		Value
Outstanding at December 31, 2015		6,158,333		$	0.68		4.10	$	—
Granted		—		$	—		—	$	—
Exercised		—(25,000	)	$	—0.75		—	$	—
Exprired/Cancelled		—		$	—		—	$	—
Expired/Cancelled		(233,333	)	$	—		—	$	—
Outstanding at September 30, 2016		6,158,333		$	0.68		3.60	$	—
Outstanding at December 31, 2016		5,900,000		$	0.68		3.60	$	—
Exercisable at September 30, 2016		6,158,333		$	0.68		3.60	$	—
Granted		—		$	—		—	$	—
Exercised		(100,000	)	$	0.60		—	$	—
Expired/Cancelled		—		$	—		—	$	—
Outstanding at March 31, 2017		5,800,000		$	0.68		3.00	$	—
Exercisable at March 31, 2017		5,800,000		$	0.68		3.00	$	—

As of ~~September~~March 3031, ~~2016~~2017, all ~~options~~warrants are vested.

On ~~August~~March 1617, ~~2016~~2017, ~~the~~Coco ~~Company’s subsidiary~~Partners, ~~True~~LLC ~~Blue~~exercised ~~Car Wash Corp. (“True Blue”) authorized the issuance of 150~~100,000 ~~restricted common stock shares~~ of ~~True Blue stock to Gateway Advisors, Inc. (“GA”), in exchange for the contribution of Intellectual Property by GA,~~ ~~including~~its ~~the~~vested ~~non-exclusive~~warrants ~~right~~at toan ~~use~~exercise ~~GA’s~~price ~~business plan and acquisition model for the roll-up~~ of ~~the car wash industry~~$0. ~~These~~60 ~~150,000~~per ~~restricted~~share ~~common~~for ~~stock~~a ~~shares~~total of ~~True Blue are subject to a vesting contingency which requires a liquidity event, defined as an effective initial public offering in an amount not less than~~ $560,000~~,000, a sale of True Blue, or a merger of True Blue~~. Because of the inability, at this time, to estimate when, if ever, the Company would be able to meet any of the liquidity events for the shares to vest, the value for this issuance has been determined to be “de minimis.”

On December 20, 2016, Mr. William Barnett exercised 25,000 of his vested stock options at an exercise price of $0.75 per share for a total of $18,750.

On August 16, 2016, the Company’s majority-owned subsidiary True Blue Car Wash Corp. (“True Blue”) authorized the issuance of 150,000 restricted common stock shares of True Blue stock to Gateway Advisors, Inc. (“GA”), in exchange for the contribution of Intellectual Property by GA, including the non-exclusive right to use GA’s business plan and acquisition model for the roll-up of the car wash industry. These 150,000 restricted common stock shares of True Blue are subject to a vesting contingency which requires a liquidity event, defined as an effective initial public offering in an amount not less than $5,000,000, a sale of True Blue, or a merger of True Blue. Because of the inability, at this time, to estimate when, if ever, the Company would be able to meet any of the liquidity events for the shares to vest, the value for this issuance has been determined to be “de minimis.”

Also on August 16, 2016, the Company’s subsidiary True Blue authorized the issuance of 365,000 restricted common stock shares of True Blue stock to COCO Partners, LLC (“COCO”) in exchange for the contribution to True Blue of the Letter of Intent for the purchase of Clean Freak car washes and other work related to the acquisition of Clean Freak car washes. These 365,000 restricted common stock shares of True Blue are subject to a vesting contingency which requires a liquidity event, defined as an effective initial public offering in an amount not less than $5,000,000, a sale of True Blue, or a merger of True Blue. Because of the inability, at this time, to estimate when, if ever, the Company would be able to meet any of the liquidity events for the shares to vest, the value for this issuance has been determined to be “de minimis.”

On December 21, 2015, Brooktide, LLC exercised 66,667 of its vested stock options. The Company issued 66,667 shares of its common stock at an exercise price of $0.75 per share for a total of $50,000.

On December 22, 2015, the Company extended its remaining 258,333 outstanding stock options through December 31, 2016.

On February 18, 2015, the Company issued 317,392 shares of common stock valued at the price of $0.6177 in an agreement to convert $135,000 of the oldest notes payable and accrued interest of $61,060 which were owed to Mr. Yale Farar and Brooktide LLC. As the date herein, the average price between the “bid and “ask” price of the Company’s stock on the OTC: QB market was $0.42 per share.

On February 24, 2015, the Company issued 10,000 shares of common stock at the price of $0.44, for services rendered by Jeston Cade. The shares of common stock are restricted shares and were valued at the price of $0.44, the closing price on February 24, 2014 on the OTC:OB market as of the date hereof.

In May 2015, Coco and the Company entered into an agreement pursuant to which Coco would purchase (i) a maximum of 15,250,000 shares of our common stock and (ii) a warrant to purchase an aggregate of 5,900,000 shares of our common stock (the “Warrant”) for an aggregate maximum purchase price of $6,100,000 (the “Purchase Price”). The Purchase Price is payable as follows: (a) $3,050,000 for 7,625,000 shares and the Warrant upon the closing (the “Closing”) and (b) an additional 7,625,000 shares for $3,050,000 on or before June 30, 2015. The Closing occurred on May 7, 2015 and the Company received the initial purchase price of $3,050,000 and the second $3,050,000 for an additional 7,625,000 shares was received on June 30, 2015.

1718

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – STOCKHOLDERS’ EQUITY (CONTINUED)

The terms of the Warrant provide that Coco has the right to purchase, at any time after the Closing until April 1, 2020, up to (i) 5,000,000 shares of our common stock at an exercise price of $0.60 per share, (ii) 500,000 shares of our common stock at an exercise price of $1.000 per share and (iii) 400,000 shares of our common stock at an exercise price of $1.25 per share. The Warrant includes certain anti-dilution adjustments to the exercise prices in the event of payment of dividend, subdivision and combination with respect to outstanding shares of our common stock. On

The Transaction resulted in a change of control of the Company. With the purchase of the 15,250,000 shares, Coco acquired approximately 83.8% of the outstanding shares of our common stock (this does not include any potential exercise of the Warrant). Upon the Closing, Mr. Robert Wallace, who has a controlling interest in Coco, was appointed Chief Executive Officer, Chief Financial Officer, and Corporate Secretary and as a member of our Board of Directors (the “Board”). Upon the Closing, Mr. Yale Farar resigned his position as President of the Company. On December 21, 2015 Mr. Farar resigned as a director of the Board. Also upon the Closing Mr. Gary Saderup resigned his positions as the Secretary of the Company and a director of the Board.

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company, ~~through~~has ~~its~~a ~~subsidiary True~~payable ~~Blue~~to ~~Car~~ Wash ~~Corp.~~Management Group, ~~has~~LLC, a ~~receivable from a~~ related party, ~~CF Car Wash Bell, LLC~~ in the amount of $1108 as of March 31,~~038~~ 2017 and zero as of ~~September 30~~December 31, 2016. ~~CF Car~~ Wash ~~Bell,~~Management Group, LLC is ~~part~~beneficially ofcontrolled aby ~~group~~the sellers of ~~companies~~the ~~that~~Clean ~~are~~Freak ~~owned~~car bywashes. ~~the~~The ~~McDowell~~sellers ~~family.~~additionally ~~Members~~own ofa ~~the~~noncontrolling ~~McDowell~~interest ~~family~~in ~~are shareholders of~~ True Blue Car Wash Corp., the Company’s majority owned subsidiary.

The ~~Company,~~company ~~through~~has ~~its~~a ~~subsidiary True~~loan ~~Blue~~payable ~~Car~~to ~~Wash~~Coco Partners, ~~Corp.~~LLC, ~~has~~ a ~~receivable from a~~ related party, ~~CF Car Wash Chandler, LLC~~ in the amount of $~~601~~329,567 as of ~~September 30,~~March ~~2016. CF Car Wash Chandler~~31, ~~LLC~~2017 isand ~~part~~zero ofat aDecember ~~group~~31, of2016. ~~companies~~Coco ~~that~~Partners, ~~are~~LLC is primarily owned by the ~~McDowell~~President ~~family. Members~~ of the ~~McDowell family are shareholders of True Blue Car Wash Corp~~Company.

The ~~Company,~~company ~~through~~has ~~its~~a ~~subsidiary True~~loan ~~Blue~~payable ~~Car~~to ~~Wash~~Gateway Advisors, ~~Corp~~Inc., ~~has~~ a ~~receivable from a~~ related party, ~~CF Car Wash I, LLC~~ in the amount of $114,~~462~~500 asMarch of31, ~~September~~2017 ~~30, 2016.~~and CFas ~~Car~~of ~~Wash~~December I31, ~~LLC~~2016. isThe ~~part~~President of athe ~~group~~Company has ofan ~~companies~~ownership ~~that~~stake ~~are~~in ~~owned by~~ the ~~McDowell~~stock ~~family. Members~~ of ~~the~~Gateway ~~McDowell~~Advisors, ~~family are shareholders of True Blue Car Wash Corp~~Inc.

~~The~~On ~~Company~~May 1, ~~through~~2016, ~~its subsidiary~~ True Blue ~~Car~~entered into a Management Agreement with Wash ~~Corp.~~Management Group, ~~has~~LLC a(WMG), ~~receivable~~an ~~from~~Arizona aLimited ~~related~~Liability ~~party,~~Company. CFThe ~~Car~~purpose ~~Wash~~of ~~II,~~this ~~LLC~~Agreement is into ~~the~~hire ~~amount~~WMG ofto ~~$30~~serve as the general manager of ~~September~~the 30first five express car wash businesses acquired by True Blue, ~~2016.~~the additional CFsix express car wash business, collectively known as the Retained Car Wash IIBusiness, ~~LLC~~and isother ~~part~~car ofwash aoperations ~~group~~defined ofas ~~companies~~an express ~~that~~car ~~are~~wash, ~~owned~~acquired byor developed, in the ~~McDowell~~future, ~~family~~by True Blue or WMG. ~~Members~~WMG is beneficially controlled by the sellers of the Clean ~~McDowell~~Freak ~~family~~car ~~are~~washes. ~~shareholders of~~The ~~True~~sellers ~~Blue~~additionally ~~Car~~own ~~Wash~~a ~~Corp~~noncontrolling interest in True Blue.

~~The~~On February 16, 2016, the Company’s Board ~~has~~of aDirectors ~~receivable~~approved ~~from~~for ~~Lifestyle Property~~its subsidiary, True Blue Car Wash Corp. to sell to Coco Partners, LPLLC, aup ~~related~~to ~~party~~6,650,000 shares of True Blue stock for $4,322,500. Also, in exchange for the ~~amount~~contribution to True Blue of ~~$537~~the LOI for the purchase of Clean Freak Holdings and other work related to the acquisition of Clean Freak Holdings,~~595~~ asthe Company approved for True Blue to issue to Coco 365,000 restricted common shares of ~~September~~True 30Blue, ~~2016.~~subject ~~Lifestyle~~to ~~Property~~a ~~Partners~~vesting contingency which requires a liquidity event, LPdefined isas an ~~primarily~~initial ~~managed~~public byoffering, ~~the~~a sale, or a merger. The Company’s Board of Directors also approved the reimbursement of acquisition related expenses of Coco. The President of the Company is also the President and majority member of Coco. In accordance with this approval, on December 1, 2016, True Blue sold 6,133,846 shares of its common stock to Coco for $3,987,000.

The Company, through its subsidiary True Blue Car Wash Corp., has a payable to a related party, Coco Partners, LLC in the amount of $464,567 as of September 30, 2016. Coco Partners, LLC is owned primarily by the President of the Company.

The following table summarizes the Company’s related party receivables and payables with the above mentioned related parties:

	As of			As of
	September 30, 2016			December 31, 2015
CF Car Wash Bell, LLC	$	1,038		$	—
CF Car Wash Chandler, LLC		601			—
CF Car Wash I, LLC		1,462			—
CF Car Wash II, LLC		30			—
Lifestyle Property Partners, LP		537,595			—
Coco Partners, LLC		(464,567	)		—

On February 16, 2016, the Company’s Board of Directors approved for its subsidiary, True Blue Car Wash Corp. to sell to Coco Partners, LLC, up to 6,650,000 shares of True Blue stock for $4,322,500. Also, in exchange for the contribution to True Blue of the LOI for the purchase of Clean Freak Holdings and other work related to the acquisition of Clean Freak Holdings, the Company approved for True Blue to issue to Coco 365,000 restricted common shares of True Blue, subject to a vesting contingency which requires a liquidity event, defined as an initial public offering, a sale, or a merger. The Company’s Board of Directors also approved the reimbursement of acquisition related expenses of Coco. The President of the Company is also the President and majority member of Coco.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – GOODWILL AND INTANGIBLES

As part of the business acquisitions that the Company’s subsidiary made on ~~April~~May 301, 2016, the Company acquired all rights, title and interest in a Trademark ~~valued~~ valued at $19,044. The Trademark is for the management, maintenance, operation, and development of Clean Freak car wash facilities. ~~The~~ The Company determines that the Trademark will have an infinite life and therefore it will not amortize the intangible asset. It ~~will~~ will instead test its Trademark for impairment at least annually in accordance with U.S. GAAP.

Additionally, the Company’s acquisition of the car wash businesses resulted in the recognition of Goodwill in the amount of $87,~~753~~527,~~526~~287. In accordance with U.S. GAAP, Goodwill is calculated as the excess of the purchase price paid over the fair value of the net identifiable assets recognized. The Goodwill recorded as part of the Clean Freak car washes acquisition primarily reflects the value of adding the Clean Freak brand to the Company. Goodwill has an indefinite life and will be tested, at least annually, for impairment.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – GOODWILL AND INTANGIBLES (CONTINUED)

On December 17, 2010, Latigo, a wholly owned subsidiary of 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 for a cost of $15,000 paid in cash on the closing date of December 17, 2010. The Harju Catalog (including copyrights and publishing rights) consists of 50 original songs written in whole or in part by Mr. Gary Harju. 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. The Company will amortize the costs of the Harju Catalog over its estimated useful life based on projected net revenues. The Company projects to generate revenues from the Harju Catalog for an estimate of 20 years based on Mr. Harju’s past accomplishments and the ability of the recorded music to generate revenues for long periods of time. Therefore, the Company estimated the useful life of the Harju Catalog to be 20 years.

On June 1, 2013, Latigo, a wholly owned subsidiary of the Company, acquired all right, title and interest in Andrew Dorff’s “writer’s share” of certain musical compositions written and/or co-written by him for a cost of $40,000 paid in cash. The musical compositions include 106 songs total. The Company currently owns the publishing rights from these musical compositions. 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 and other income. The Company will amortize the costs of Andrew Dorff’s “writer’s share” over its estimated useful life based on projected net revenues. The Company projects to generate revenues from Andrew Dorff’s “writer’s share” for an estimate of 20 years based on Andrew Dorff’s past accomplishments and the ability of the recorded music to generate revenues for long periods of time.

Following is a summary of goodwill and intangibles assets:

	September 30, 2016							December 31, 2015
	March 31, 2017							December 31, 2016
	Gross		Accumulated			Net Carrying		Gross		Accumulated			Net Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible Assets
Amortizable Intangibles
Harju Music Catalog	$	15,000	$	(7,~~246~~764	)	$	7,~~754~~236	$	15,000	$	(67,~~442~~514	)	$	87,~~558~~486
Dorff's Writer's Share		40,000		(89,~~538~~762	)		3130,~~462~~238		40,000		(69,~~678~~158	)		3330,~~322~~842
		55,000		(1517,~~784~~526	)		3937,~~216~~474		55,000		(1316,~~120~~672	)		4138,~~880~~328
Unamortizable Intangibles		—		—			—		—		—			—
Total Intangible Assets	$	55,000	$	(1517,~~784~~526	)	$	3937,~~216~~474	$	55,000	$	(1316,~~120~~672	)	$	4138,~~880~~328
Trademarks	$	19,044	$	—		$	19,044	$	—19,044	$	—		$	—19,044
Goodwill	$	87,~~753,~~527,287	$	—		$	87,~~753,~~527,287	$	—7,527,287	$	—		$	—7,527,287

For the ~~nine~~three months ended ~~September 30~~March 31, 2017 ~~2016~~ and ~~2015~~2016, amortization expense was $~~2,664~~854 and $2888,~~768,~~ respectively.

Amortization of the remaining intangible assets is expected to be $16,~~604~~906 from ~~2016~~2017 through 2021, and $2220,~~612~~568 in aggregate for years thereafter through 2032.

1920

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

September 30, 2016

December 31, 2015

March 31, 2017

December 31, 2016

Gross

~~Gross~~

Accumulated

~~Accumulated~~

Net Carrying

~~Net Carrying~~

Gross

~~Gross~~

Accumulated

~~Accumulated~~

Net Carrying

~~Net Carrying~~

Amount

~~Amount~~

Depreciation

~~Depreciation~~

Amount

~~Amount~~

Amount

~~Amount~~

Depreciation

~~Depreciation~~

Amount

~~Amount~~

Property and Equipment

Musical Equipment

4,692

(1,~~173~~642

)

3,~~519~~050

4,692

(~~469~~1,408

)

43,~~223~~284

Computer Equipment

1,396

(~~326~~466

)

~~1,070~~930

1,396

(~~116~~396

)

1,~~280~~000

Car Wash Equipment

12,~~102~~076,~~126~~779

(48708,~~255~~545

)

1,~~053~~368,~~871~~234

—2,029,195

—(471,669

)

—1,557,526

Car Wash Improvements

~~505~~629,~~846~~735

(1454,~~051~~660

)

~~491~~575,~~795~~075

—629,735

—(39,044

)

—590,691

Car Wash Vending Machine

313,~~938~~315

(~~328~~3,832

)

39,~~610~~483

—13,315

—(2,671

)

—10,644

Furniture and Equipment

6082,~~242~~859

(328,~~922~~239

)

5654,~~320~~620

382,~~700~~859

(~~308~~18,301

)

364,~~392~~558

Security Equipment

998,~~121~~694

(~~189~~8,991

)

889,~~932~~703

—98,694

—(6,395

)

—92,299

12,~~687~~907,~~361~~470

(68806,~~244~~375

)

12,~~619~~101,~~117~~095

92,~~788~~859,886

(~~893~~539,884

)

82,~~895~~320,002

Depreciation expense for the ~~nine~~three months ended ~~September 30~~Mach 31, ~~2016~~2017 and ~~2015~~2016 was $67266,~~350~~491 and $~~404~~490, respectively.

NOTE 7 - LEASES

~~The~~Additionally, the Company’s subsidiary, ~~Latigo~~ ~~Shore~~True ~~Music,~~Blue ~~Inc~~Car Wash Corp., leases ~~office~~the ~~space~~property ~~under~~in which its car wash businesses operate. True Blue entered into a lease ~~arrangement~~agreement with ~~that~~Spirit isMaster ~~classified~~Funding asX, LLC (“Spirit”) for an ~~operating~~initial ~~lease.~~term ~~The~~of ~~office~~20 ~~space~~years. ~~lease provides~~True ~~that~~Blue ~~Latigo~~has ~~pay~~the ~~insurance,~~option ~~utilities~~to ~~and~~extend ~~maintenance~~the initial ~~plus~~term ~~minimum~~for ~~monthly~~four ~~rentals~~additional ofsuccessive ~~$980~~periods atof ~~September~~five ~~30,~~years ~~2016~~each. ~~Beginning October~~Under 1,the ~~2016~~leases, ~~the~~True ~~monthly~~Blue ~~rent~~is ~~payment~~required ~~will~~to ~~reduce~~pay toan initial base annual rent of $~~490~~1,200,000 ~~for~~with ~~the~~an ~~remainder~~annual adjustment of 2% of the ~~lease~~base ~~term~~annual rental in effect. AsIn ofaddition, ~~September~~under 30these lease agreements, ~~2016~~True Blue shall pay to Spirit any applicable state sales, ~~Latigo extended~~excise ~~this~~or ~~lease~~rent ~~for~~tax ~~one~~and ~~year~~any ~~through~~applicable ~~May~~county 31or local sales, excise ~~2017~~or rent tax.

Additionally, the Company’s subsidiary, True Blue Car Wash Corp., leases the property in which its car wash businesses operate. Each of the five car wash businesses, entered into lease agreements with Lifestyle Property Partners, L.P. for a term of 21 years. Under the leases, True Blue is required to pay monthly rent payments of $15,000 for CF Car Wash Chandler, $16,667 for CF Car Wash Camelback, $8,333 for CF Car Wash II, $31,667 for CF Car Wash I, and $18,612 for CF Car Wash Bell. In addition, under these lease agreements, True Blue is required to pay to Lifestyle Property Partners, L.P. Actual Costs. Actual Costs are defined in the lease agreements as expenses which the landlord shall pay or become obligated to pay, which are not paid directly by the tenant pertaining to the premises. True Blue also entered into an agreement with Twins Management, Inc. to lease office space. The lease with Twins Management, Inc. is on a month to month basis and it requires a monthly payment of $2,639 per month.

Minimum annual rental commitments under the Company’s non-cancelable leases having initial or remaining lease terms in excess of one year are as follows:

December 31,	Amount
2016	$	743,344
2017		906,000
2017		1,137,316
2018		1,230,120
2018		1,171,436
2019		1,254,722
2019		1,206,579
2020		1,279,817
2020		1,242,776
2021		1,305,413
Thereafter		2622,~~473~~580,~~289~~771
Total minimum future rental payments	$	3128,~~974~~556,~~740~~843

Total rent expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 was $~~655~~382,~~401~~242 and $73,~~453~~483, respectively.

2021

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Also, as part of the acquisition of the car wash businesses that took place on May 1, 2016, True Blue entered into a ~~non-~~binding ~~Letter~~ ofForward ~~Intent~~Purchase Agreements to acquire another ~~eleven~~six express car ~~washes~~wash bysites ~~another~~(collectively ~~leading~~the ~~car~~“Retained ~~wash~~Car ~~platform~~Wash Businesses”) in Arizona. ~~The~~Each ~~eleven~~proposed ~~car~~purchase is ~~wash~~subject ~~sites~~to ~~consist of~~the ~~nine~~particular ~~mature~~express ~~operational~~car ~~sites~~wash ~~and~~attaining ~~two~~certain ~~sites~~financial ~~currently~~performance ~~in development~~metrics. There is no assurance that ~~True~~the ~~Blue~~performance requirements will be ~~successful in~~met ~~completing~~and ~~the~~that ~~purchase of~~ any of the ~~eleven~~six express car wash sites will be acquired.

~~Also,~~On asMay ~~part~~1, of2016, ~~the~~True ~~acquisition~~Blue ofentered ~~the~~into ~~car~~a ~~wash~~Management ~~businesses~~Agreement ~~that~~with ~~took~~Wash ~~place~~Management onGroup, ~~April~~LLC 30(WMG), ~~2016,~~an ~~True~~Arizona ~~Blue~~Limited ~~entered~~Liability ~~into~~Company. aThe ~~binding~~purpose ~~Forward~~of ~~Purchase~~this ~~Agreements~~Agreement is to ~~acquire another~~hire ~~six~~WMG ~~express~~to ~~car~~serve ~~wash~~as ~~sites~~the ~~(collectively~~general ~~the~~manager ~~“Retained~~of ~~Car~~the ~~Wash~~first ~~Businesses”)~~five inexpress ~~Arizona.~~car ~~Each~~wash ~~proposed~~businesses ~~purchase is~~acquired ~~subject~~by toTrue Blue, the ~~particular~~additional six express car wash ~~attaining~~business, ~~certain~~collectively ~~financial~~known ~~performance~~as ~~metrics.~~the ~~There~~Retained isCar noWash ~~assurance~~Business, ~~that~~and ~~the~~other ~~performance requirements~~car ~~will~~wash beoperations ~~met~~defined ~~and~~as an ~~that~~express ~~any~~car ofwash, ~~the~~acquired ~~six~~or ~~express~~developed, ~~car~~in ~~wash~~the ~~sites~~future, ~~will~~by beTrue ~~acquired~~Blue or WMG.

The Company is subject to federal and state environmental regulations, including rules relating to air and water pollution and the storage and disposal of gasoline, oil, other chemicals, and waste. The Company believes that it complies with all applicable laws relating to its business.

NOTE 9 –- ~~LITIGATION~~SEGMENT INFORMATION

On May 10, 2016 a complaint was filed by USAA Casualty Insurance Company against the entities that sold certain assets to the Company’s subsidiary, True Blue Car Wash Corp. The complaint is in the amount of $3,310 and is related to an incident that occurred on October 19, 2014 on the premises of one of these entities. As of the date of these financial statements, the case remains open.

In May 2016, a complaint was filed by Allstate Fire and Casualty Insurance Company against the entities that sold certain assets to the Company’s subsidiary, True Blue Car Wash Corp. In addition to the complaint, an Offer of Judgment in the amount of $2,515 was filed relating to an incident that occurred on or about July 11, 2014 on the premises of one of these entities. As of the date of these financial statements, the case remains open.

On February 24, 2016 a lawsuit was filed by Advocates for American Disabled Individuals, LLC in the amount of $5,000 against the entities that sold certain assets to the Company’s subsidiary, True Blue Car Wash Corp. The lawsuit is related to an incident that occurred on December 13, 2015 on the premises of one of these entities. The suit was settled in the amount of $4,500 on April 28, 2016 with prejudice. As part of the settlement other affiliated entities were also required to make corrections to their facilities within a sixty (60) day period. All entities subject to the suit complied within the required period and the suit was closed.

NOTE 10- SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company currently operates in two segments:

Car Wash Business

With the car wash business, the Company has entered the car wash industry. The Company will focus its business on the management, operation, and development of car wash facilities. While focusing on developing its brand, the Company will continue to identify other potential car wash operations to acquire in order to grow its portfolio of car wash facilities.

Music Publishing Business

The Company’s music publishing business comprises of copywriting musical compositions that are written by various songwriters and composers. Music publishers exploit the copyrights to produce revenues via sales of recordings and other musical usages such as commercials, radio plays and television shows.

Information related to the Company’s operating segments is as follows:

	Music Publishing			Car Wash
	Business			Business			Corporate			Total

For The Three Months Ended March 31, 2017:
Revenues	$	103		$	1,928,870		$	—		$	1,928,973
Gross Profit		103			1,422,291			—			1,422,394
Selling, General and Administrative		(10,781	)		(685,501	)		(68,353	)		(764,635	)
Rent Expense		—			(382,242	)		—			(382,242	)
Acquisition Related Expenses		—			(114,307	)		(100,696	)		(215,003	)
Interest Income		—			—			—			—
Interest Expense		(20	)		—			(525	)		(545	)
Depreciation and Amortization		(1,293	)		(266,052	)		—			(267,345	)
Net Loss		(14,145	)		(38,180	)		(206,591	)		(258,916	)

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10- SEGMENT INFORMATION (CONTINUED)

	Music Publishing			Car Wash
	Business			Business			Corporate			Total
Three Months Ended September 30, 2016:
Revenues	$	479		$	1,972,094		$	—		$	1,972,573
Gross Profit		479			1,477,625			—			1,478,104
Selling, General and Administrative		(47,114	)		(1,139,696	)		(72,041	)		(1,258,851	)
Acquisition Related Expenses		—			(117,896	)		(7,451	)		(125,347	)
Interest expense		(38	)		—			—			(38	)
Depreciation and Amortization		(1,377	)		(39,866	)		—			(41,243	)
Net loss		(45,024	)		97,430			(78,715	)		(26,309	)
Three Months Ended September 30, 2015:
Revenues	$	1,524		$	—		$	—		$	1,524
Gross Profit	$	1,524		$	—		$	—		$	1,524
Sellig, General and Administrative	$	(75,168	)	$	—		$	(269,153	)	$	(344,321	)
Interest income		—			—			1,360			1,360
Interest expense		—			—			(113	)		(113	)
Depreciation and Amortization		(1,326	)		—			—			(1,326	)
Net loss		(73,643	)		—			(267,794	)		(341,437	)

	Music Publishing			Car Wash
	Business			Business			Corporate			Total
Nine Months Ended September 30, 2016:
Revenues	$	681		$	3,421,821		$	—		$	3,422,502
Gross Profit		681			2,605,463			—			2,606,144
Selling, General and Administrative		(171,482	)		(1,811,343	)		(155,906	)		(2,138,731	)
Acquisition Related Expenses		—			(603,913	)		(129,266	)		(733,179	)
Interest Income		—			—			2,218			2,218
Interest Expense		(76	)		—			—			(76	)
Depreciation and Amortization		(4,132	)		(65,882	)		—			(70,014	)
Net Loss		(170,006	)		92,171			(284,819	)		(362,654	)
Nine Months Ended September 30, 2015:
Revenues	$	2,228		$	—		$	—		$	2,228
Gross Profit		2,228			—			—			2,228
Selling, General and Administrative		(155,009	)		—			(482,686	)		(637,695	)
Interest Income		—			—			1,360			1,360
Interest Expense		(128	)		—			(559	)		(687	)
Depreciation and Amortization		(3,172	)		—			—			(3,172	)
Net Loss		(152,781	)		—			(481,326	)		(634,107	)

The following is a summary of the Company’s total assets as of September 30, 2016 and December 31, 2015:

Total Assets:
Music Publishing Business	$	53,783	$	122,390
Car Wash Business		12,646,448		—
Total Segment Assets		12,700,231		122,390
Corporate and Eliminations		67,389		5,093,604
Total Assets	$	12,767,620	$	5,215,994

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 119 –- ~~INCOME~~SEGMENT ~~TAXES~~INFORMATION (CONTINUED)

	Music Publishing			Car Wash
	Business			Business		Corporate			Total

For The Three Months Ended March 31, 2016:
Revenues	$	112		$	—	$	—		$	112
Gross Profit		112			—		—			112
Selling, General and Administrative		(60,106	)		—		(47,726	)		(107,832	)
Rent Expense		(3,483	)		—		—			(3,483	)
Acquisition Related Expenses		—			—		(17,000	)		(17,000	)
Interest Income		—			—		1,494			1,494
Interest Expense		—			—		—			—
Depreciation and Amortization		(1,378	)		—		—			(1,378	)
Net Loss		(64,855	)		—		(63,232	)		(128,087	)

NOTE 10 – INCOME TAXES

The current year provision for income taxes includes income taxes currently payable and those deferred due to temporary differences between financial statement and tax basis of assets and liabilities. The provision for income taxes consists of the following:

	September 30, 2016			December 31, 2015
	March 31, 2017			March 31, 2016
Current
Federal	$	7744,~~758~~113		$	—
State		228,~~157~~411			—
		99,915			—
		52,524			—
Deferred
Federal		~~(243~~—	)		~~243~~—
State		~~(42~~—	)		42—
		(285	)		285
		—			—
Total	$	9952,~~630~~524		$	~~285~~—

The following reconciles the federal statutory income tax rate to the effective rate of the provision for income taxes.

	September 30, 2016			December 31, 2015
	March 31, 2017			March 31, 2016
Federal Statutory Rate		34.00	%		34.00	%
Federal Rate Adjustment		0.62	%		0.00	%
State Taxes		-4.08	%		0.00	%
State Taxes		-11.53	%		8.84	%
Meals & Entertainment		-0.67	%		0.00	%
Meals & Entertainment		-0.87	%		0.00	%
Change in Valuation Allowance		-51.91	%		-34.00	%
Change in Valuation Allowance		-56.55	%		-42.84	%
Effect of Arizona Tax Rate Change		-2.85	%		0.00	%
Other		-30.5506	%		0.00	%
Effective Rate		-3725.8845	%		0.00	%

Deferred income tax assets (liabilities) are as follows:

	September 30, 2016			December 31, 2015
Deferred income tax liabilities:
Property, Plant and Equipment		(16,333	)		(285	)
Trademarks		(149	)		—
Goodwill		(68,556	)		—
		(85,038	)		(285	)
Deferred income tax assets:
Start-Up Expenses		42,441			50,792
Intangible Assets		19,729			10,601
Net Operating Loss Carryforward		485,628			745,490
Charitable Contributions Carryforward		18			199
Acquisition Related Expenses		429,124			—
Deferred Rent		63,910			—
Less Valuation Allowance		(955,812	)		(807,082	)
		85,038			—
Total Deferred Taxes	$	—		$	(285	)

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE ~~CONSOLIDATED~~UNAUDITED ~~FINANCIAL~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1110 – INCOME TAXES (CONTINUED)

AsDeferred ofincome ~~September~~tax ~~30, 2016, the Company had incurred $300,000 of start-up expenses amortizable over 15 years. Also, the Company acquired certain intangible~~ assets ~~in the~~(liabilities) ~~amount~~are ofas ~~$187,464 amortizable over 15 years. Trademarks of $19,044 amortizable over 15 years and Goodwill of $8,753,526 amortizable over 15 years.~~follows:

Additionally, the Company has net operating loss carry forwards of approximately $1,230,860 and $1,849,267 for both federal and state purpose, respectively. These federal and state carry forwards are scheduled to expire beginning 2027. The Company is no longer subject to examination by the Internal Revenue Service for years prior to 2011 and by the Franchise Tax Board for years prior to 2010. There could be certain limitation, imposed by Internal Revenue Code Section 382, on the utilization of these loss carry forwards if there were more than a 50 percent change of control. The Company has recorded a deferred tax asset of $1,085,000 and a deferred tax liability of $85,000. As of September 30, 2016, the Company established a valuation allowance of $1,085,000 to fully offset the deferred tax asset based on a brief history of operations.

	March 31, 2017			December 31, 2016

Deferred income tax liabilities:
Property, Plant and Equipment		(239,144	)		(309,134	)
Trademarks		(354	)		(239	)
Goodwill		—			—
		(239,498	)		(309,373	)

Deferred income tax assets:
Start-Up Expenses		38,337			40,594
Intangible Assets		15,523			16,544
Net Operating Loss Carryforward		448,729			463,947
Charitable Contributions Carryforward		186			188
Acquisition Related Expenses		498,368			431,271
Deferred Rent		48,001			24,257
Accrued Interest Payable		496			296
Goodwill		261,495			300,507
Accrued PTO		17,132			13,396
Less Valuation Allowance		(1,088,769	)		(981,627	)
		239,498			309,373

Total Deferred Taxes	$	—		$	—

~~NOTE~~As 12of –March ~~SUBSEQUENT~~31, ~~EVENTS~~2017, the Company had incurred $294,400 of start-up expenses amortizable over 15 years. Also, the Company acquired certain intangible assets in the amount of $187,464 amortizable over 15 years. With the acquisition of the Clean Freak car washes, the Company acquired trademarks of $19,044 which are amortizable over 15 years. Additionally, it acquired Goodwill of $7,527,287 of which $2,745,937 is not deductible for tax purposes.

~~Management~~Additionally, the Company has ~~evaluated~~net ~~subsequent~~operating ~~events~~loss ~~through~~carry forwards of approximately $1,176,560 and $1,505,753 for both federal and state purposes, respectively. These federal and state carry forwards are scheduled to expire beginning 2027. The Company is no longer subject to examination by the ~~date~~Internal Revenue Service for years prior to 2012 and by the Franchise Tax Board for years prior to 2011. There could be certain limitation, imposed by Internal Revenue Code Section 382, on the utilization of ~~this~~these ~~report~~loss carry forwards if there were more than a 50 percent change of control.

ROKWADER, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – SUBSEQUENT EVENTS

On April 28, 2017, the Board of Directors of the Company approved a plan for the sale of the Company’s music publishing business held by its wholly-owned subsidiary, Latigo Shore Music, Inc. (“Latigo”). Due to the Company’s shift in business strategies from the music publishing business to being an investment and acquisition vehicle to acquire operating car wash businesses, the Company deemed necessary for the disposal of its music publishing segment in order to concentrate its full efforts in carrying on its new business strategy. As such, the Board has instructed the management of the Company to execute a plan for the sale of Latigo’s music publishing business. The Company expects to sell Latigo’s music publishing business at a price that is reasonable in relation to its current fair value and expects the sale to be completed within a year from the date of the Board approval. The following table identifies the major classes of assets and liabilities included as part of the disposal of Latigo’s music publishing business.

	As of		As of
	March 31, 2017		December 31, 2016
Carrying amounts of major classes of assets included
as part of the sale of Latigo's music publishing business
Cash	$	—	$	215
Property and Equitpment, Net of Accumulated Depreciation		5,780		6,219
Intangible Assets, Net of Accumulated Amortization		37,474		38,328

Total major classes of assets included as part of the sale
of Latigo's music publishing busines	$	43,254	$	44,762

Carrying amounts of major classes of liabilities included
as part of the sale of Latigo's music publishing business
Bank Overdraft	$	561	$	—
Accrued Interest Payable		47		27
Income Tax Payable		15,867		12,729
Related Party Note Payable		13,500		13,500

Total major classes of liabilities included as part of the sale
of Latigo's music publishing business	$	29,975	$	26,256

In addition, on April 28, 2017, the Board of Directors of the Company authorized management to change the name of the Company from Rokwader, Inc. to True Blue Holdings, Inc.

Management has evaluated subsequent events through the date of this report and all events have been appropriately disclosed and/or reflected in the consolidated financial statements.

Item 2. Management’s Discussion and Analysis or Plan of Operation

This ~~quarterly report on Form~~ 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties, estimates and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2016. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of of future events. AsThe ~~used~~terms ~~in this report, the term~~ “~~the Company,” “~~we,” ~~“us,”~~ or the “~~our~~Company” ~~mean~~refers to Rokwader, Inc., and its consolidated subsidiaries~~, unless the context clearly indicates otherwise~~.

~~Corporate~~Plan ~~Overview~~of Operations

~~Since~~As ~~our~~a ~~acquisition~~result of ~~Latigo Shore Music, Inc. in 2007 and prior to May 2015, our principal business objective was to achieve long-term growth of Latigo’s music publishing business. Latigo’s primary activity is~~ the acquisition ~~and exploitation~~ of ~~music copyrights for the purpose~~five ofcar ~~creating~~washes ~~viable~~in ~~entertainment assets~~May, ~~such~~2016 ~~as a music catalog, that is capable of generating revenue through various publishing outlets. The current Latigo catalog (including copyrights~~ and ~~publishing~~the ~~rights)~~change ~~consists of 281 original songs written~~ in ~~whole or~~control ~~in part by Andrew Dorff (106), Gary Harju (50) and Jeston Cade (125). Other songwriters and their publishing designees own the balance~~ of the ~~percentages~~Company ofin ~~these~~May, ~~songs. Typically~~2015, ~~total~~our ~~income~~business ~~from~~strategy ~~a song is split 50% each between the publisher~~ and ~~the~~plan ~~writer in a music publishing catalog. Publishers generally collect all income except for the “writers share” from public performance income. Writer’s receive their share~~ of ~~royalties~~operations ~~for public performance directly from performing~~have ~~rights~~evolved ~~organizations~~into ~~such~~the asmanagement, ~~Broadcast Music~~operation, ~~Inc.~~ and ~~the~~development ~~publishers only collect the “publisher’s share”~~ of ~~public~~ ~~performance~~car ~~income. As~~wash ~~Latigo’s~~facilities ~~business~~by isour ~~still~~majority-owned ~~in its early stages of development~~subsidiary, weTrue ~~have~~Blue ~~generated~~Car ~~only~~Wash ~~a minimal amount of revenue from those operations~~Corp.

As discussed in more detail below, on May 7, 2015, we completed a transaction with Coco Partners, LLC in which Coco acquired a controlling interest in the Company by purchasing newly issued shares of our common stock and warrants to purchase shares of our common stock (the “Transaction”). The Transaction is part of an investment strategy of Coco in which the Company may serve as an investment vehicle to acquire other operating companies with significant revenue streams and cash flow. We believe such acquisition and investment strategy, if executed successfully, would increase our ability to access capital and accelerate our music publishing business, while continuing to pursue other businesses and acquisition opportunities to enhance shareholder value.

The Company, executing this investment strategy, completed an acquisition of a number of express car wash businesses in Arizona in May 2016. With the acquisition of these express car wash businesses, the company entered the car wash market in Arizona where it plans to establish itself as the market share leader in that Metropolitan Statistical Area (“MSA”) in the car wash industry as its initial launch. The Company has now shifted its principal business objective towards the management, operation, and development of car wash facilities. The Company continues to identify other car wash operations that fit the model developed by Coco in order to expand True Blue’s footprint in the car wash industry.

Transactions with Coco Partners

In May 2015, Coco Partners, LLC and the Company entered into an agreement pursuant to which Coco would purchase (i) a maximum of 15,250,000 shares of our common stock and (ii) a warrant to purchase an aggregate of 5,900,000 shares of our common stock (the “Warrant”) for an aggregate maximum purchase price of $6,100,000 (the “Purchase Price”). The Purchase Price is payable as follows: (a) $3,050,000 for 7,625,000 shares and the Warrant upon the closing (the “Closing”) and (b) an additional 7,625,000 shares for $3,050,000 on or before June 30, 2015. The Closing occurred on May 7, 2015 and the Company received the initial purchase price of $3,050,000 and the second $3,050,000 for an additional 7,625,000 shares on June 30, 2015.

The terms of the Warrant provide that Coco has the right to purchase, at any time after the Closing until April 1, 2020, up to (i) 5,000,000 shares of our common stock at an exercise price of $0.60 per share, (ii) 500,000 shares of our common stock at an exercise price of $1.00 per share and (iii) 400,000 shares of our common stock at an exercise price of $1.25 per share. The Warrant includes certain anti-dilution adjustments to the exercise prices in the event of payment of dividend, subdivision and combination with respect to outstanding shares of our common stock.

The Transaction resulted in a change of control of the Company. With the purchase of the 15,250,000 shares, Coco acquired approximately 83.8% of the outstanding shares of our common stock (this does not include any potential exercise of the Warrant). Upon the Closing, Mr. Robert Wallace, who has a controlling interest in Coco, was appointed Chief Executive Officer, Chief Financial Officer and Corporate Secretary and as a member of our Board of Directors (the “Board”). Mr. Yale Farar resigned his position as President of the Company but remains as a director and Mr. Gary Saderup resigned his positions as the Secretary of the Company and a director of the Board.

Business Strategy and Plan of Operations

As a result of the Transaction and the change in control of the Company, our business strategy and plan of operations have evolved into two segments: (i) the management, operation, and development of car wash facilities by True Blue Car Wash Corp.; and (ii) the continuation of the Latigo music publishing business.

Management, Operation, and Development of Car Wash Facilities by True Blue Car Wash Corp.

The acquisition of the ~~express~~leading express car wash ~~businesses~~ platform, in the Phoenix Metropolitan Strategic Areas (“MSAs”), by True Blue Car Wash Corp. was the first step in executing the Company’s investment strategy ~~developed by Coco Partners, LLC~~. True Blue has now entered the car wash industry in Arizona and it will continue with the management and operation of the acquired express car wash businesses. In addition, True Blue will continue to develop the brand it acquired as well as identify other potential car wash operations to acquire in order to grow its portfolio of car wash facilities.

AtThe ~~the direction of Coco, the~~ Company will seek to acquire equity stakes in operating companies with senior management that are leaders in their industry with deep domain expertise and proven, scalable business models. In some cases, the Company will identify a talented operator with deep domain expertise and build a platform around the operator upon identifying a platform acquisition. We believe that serving as an investment vehicle for such strategy would benefit the Company by enhancing our ability to generate revenue and net income, and providing more predictable financing as the Company’s credibility and financial stability become more secured.

~~Through~~The ~~the~~first ~~end~~8 months of ~~this~~operations ~~fiscal year,~~of ~~supported~~the five car washes acquired by ~~Coco~~True weBlue ~~intend~~are toreflected ~~pursue~~in ~~diligently~~the financial statements of the ~~business~~Company. ~~strategy~~The inremaining ~~this~~6 ~~investment~~locations ~~vehicle~~are expected to be acquired under forward purchase contracts at a fixed multiple of EBITDAR. As ~~such,~~the wenew ~~expect~~sites mature to stabilized ~~our~~profitability, ~~expenses~~True Blue intends to ~~increase~~exercise ~~due~~its right to ~~additional~~acquire ~~costs~~the ~~associated~~sites. ~~with~~The 6 forward purchase sites are expected to generate similar results as the ~~execution~~first 5 locations in annual EBITDA at the time of ~~such~~acquisition ~~strategy,~~exercise. ~~including~~All ~~additional~~of ~~legal,~~the ~~accounting~~acquisitions are subject to final due-diligence and ~~consulting~~definitive ~~fees~~agreements. There is no assurance that the acquisition will be completed or if completed that future operational results will be consistent with prior results of operations.

~~Latigo~~Through ~~Music~~the ~~Publishing~~end ~~Business~~of the Company’s 2017 fiscal year, we intend to pursue diligently the investment vehicle strategy with a particular focus on the car wash consolidation. As such, we expect our expenses to increase due to additional costs associated with the execution of such strategy, including additional legal, accounting, and consulting fees.

~~After~~Strategy the completion of the Transaction in May, 2015, our music publishing business continued uninterrupted. The music publishing business includes copywriting musical compositions that are written by various songwriters and ~~composers.~~Operation ~~Music publishers exploit the copyrights to produce revenues via sales of recordings and other musical usages such~~ as ~~commercials, radio plays and television shows. We~~Investment believe that emerging technologies and the introduction of innovative business relationships in the current market provides a unique opportunity for Latigo to expand its operations. Revenues for Latigo should be realized through publishing income on copyrights that we acquire. In the past we have mostly marketed our catalog through contacts and associates of our directors.Vehicle

AsThe aCompany ~~small~~will ~~company~~serve weas the ~~can~~investment vehicle ~~operate~~to ~~with a~~acquire ~~creative~~operating ~~hands-on~~businesses ~~approach~~of tocertain ~~the~~consumer ~~selected~~facing ~~few~~lifestyle ~~composers~~businesses ~~and~~in ~~songwriters~~the U.S. that the Company believes are being ~~part~~driven ofby ~~our~~identifiable ~~catalog~~economic and demographic trends. The ~~music~~Company ~~publishing~~intends ~~business~~to target operating companies that have demonstrated isthe ~~primarily~~ability anto ~~intellectual~~execute ~~property~~scalable business ~~focused~~models, onparticularly those companies in which the ~~exploitation~~real estate component of the ~~song~~business is ~~itself.~~mission Incritical ~~return~~to ~~for~~the ~~promoting~~business, ~~placing, marketing~~ and ~~the~~where ~~administration~~such ofreal ~~the~~estate ~~songwriter’s~~assets ~~creativity,~~may webe ~~receive~~used aas ~~share~~part of ~~the~~an ~~revenues~~OPCO-PROPCO ~~generated~~strategy, ~~from~~to ~~the use~~provide part of the ~~song(s).~~financing Wefor ~~expect~~the ~~that~~acquisitions ~~our~~of ~~publishing~~the ~~revenue~~underlying ~~will~~operating bebusiness ~~derived from two principal sources:~~(“OPCOs”).

·The ·Company ~~Mechanical:~~will ~~Latigo,~~seek asto ~~licensor~~acquire ~~receives~~equity ~~royalties~~stakes in operating companies with ~~respect~~an asymmetrical risk/reward profile where we can accelerate growth, amplify valuation and create liquidity. The Company intends to ~~songs~~partner ~~embodied~~with insenior ~~recordings~~management ~~sold~~that are leaders in ~~any~~their ~~format~~industry orwith ~~configuration,~~deep ~~including~~domain ~~physical~~expertise ~~recordings~~and (eproven, scalable business models.g. ~~CD’s,~~In ~~DVD’s~~some cases, ~~video~~the ~~cassettes),~~Company ~~online~~will ~~and~~identify ~~wireless~~a ~~downloads.~~talented ·operator ·with ~~Performance:~~deep ~~Latigo,~~domain asexpertise ~~licensor,~~and ~~receives~~build ~~royalties~~a ifplatform around the ~~song~~operator isupon ~~performed~~identifying ~~publicly~~a ~~through~~platform ~~broadcast~~acquisition. We ofbelieve ~~music~~that onserving ~~television,~~as ~~radio,~~an ~~cable~~investment ~~and~~vehicle ~~satellite,~~for ~~live~~such ~~concert~~strategy would ~~performances~~benefit orthe ~~other~~Company ~~venues~~by enhancing our ability to generate revenue and net income, ~~such~~and providing more predictable financing as ~~nightclubs~~the Company’s credibility and ~~stage~~financial ~~theatrical~~stability ~~productions~~become more secured.

In addition, we seek to provide creative services to commercial songwriters in music publishing. We also intend to attend music award ceremonies and music and songwriters conventions to further market our catalog of songs. We believe that even with this additional marketing effort, our generation of revenues may remain minimal until we can raise more funds for more aggressive marketing activities.

~~Furthermore,~~Results weof ~~intend~~Operation tofor ~~fully explore~~ the ~~synergy~~three ~~and~~months ~~opportunities~~ended ~~resulting from the Transaction as Coco executes its investment strategy. Future acquisitions~~March ~~under such strategy may provide us with greater access to capital to accelerate growth through the acquisition of existing music copyright catalogs with existing income streams~~31, 2017 and ~~provide strong financial support in establishing new songwriters.~~2016

~~Our~~During ~~expenses~~the ~~associated~~three ~~with~~months ~~our~~ended ~~music~~March ~~publishing~~31, ~~business~~2017, the Company generated revenues of $1,928,973 compared to $112 revenues for the ~~quarter~~three months ended ~~June~~March 3031, 2016. The increase in revenues was due to the acquisitions of the five car washes. During the three months ended March 31, ~~were~~2017 and 2016, the Company incurred general and administrative expenses of $59764,~~251~~635 and $107,832, respectively. We ~~expect~~The ~~such~~general and administrative expenses tofor ~~increase~~the asthree wemonths ~~continue to~~ended ~~expand~~March 31, 2017 included marketing, advertising and ~~grow~~operational and acquisition expenses of the ~~music~~five ~~business~~car washes and depreciation and amortizations costs of $267,345.

~~Acquisition~~Liquidity ofand ~~Car~~Capital ~~Washes~~Resources

OnWe ~~May~~have 2,incurred ~~2016,~~losses ~~Rokwader~~since ~~Acquisition~~inception ~~Corporation,~~of ~~the~~our ~~Company’s~~business ~~wholly-owned~~in ~~subsidiary~~2005 ~~acquired~~and, ~~substantially~~as ~~all~~ of ~~the~~March ~~assets~~31, of2017, ~~five~~we ~~express~~had ~~car~~an ~~wash~~accumulated ~~businesses (collectively~~deficit ~~the “Acquired Car Wash Businesses”) located in Arizona for a total consideration~~ of $72,~~411~~994,~~296,~~870. As ~~consisting~~ of $3March 31,~~968~~ 2017,~~225~~ inwe had cash ~~and~~of ~~918~~$5,~~029~~846,164 ~~shares~~and ofa ~~RAC’s~~working ~~Class~~capital Aof ~~Convertible Preferred Stock valued at~~ $~~3.75~~4,834,654, ~~per~~compared ~~share (the “Class A Preferred”). In addition~~ to ~~the~~cash ~~Acquired~~of ~~Car Wash Businesses~~$5,921,197 ~~RAC~~and ~~acquired~~a anworking ~~option~~capital toof ~~purchase the real estate associated~~$4,798,100 ~~with~~at ~~the~~March ~~Acquired~~31, ~~Car Wash Businesses~~2016. ~~RAC~~The ~~also,~~decrease ~~entered~~in ~~into forward purchase agreements to acquire another six express car washes (collectively~~ the ~~“Retained~~working ~~Car~~capital ~~Wash~~was ~~Businesses”)~~primarily indue ~~Arizona. Each proposed purchase by RAC is subject~~ to the ~~particular express~~payment ~~car~~of ~~wash~~property ~~attaining~~taxes ~~certain~~associated ~~financial~~with ~~performance metrics. There is no assurance that~~ the ~~performance requirements will~~acquisition ~~be met and that any~~ of the ~~six~~five ~~express~~ car washes ~~will be acquired~~.

Furthermore, and in accordance with the purchase of the Acquired Car Wash Businesses, RAC, pursuant to Stock Purchase Agreement (“SPA”), acquired a management company that manages all eleven express car washes in exchange for up to 800,000 shares of our Class A Preferred. In connection with this acquisition, 400,000 shares of the Class A Preferred were issued at closing and 400,000 shares of the Class A Preferred will be issued if and when the Retained Car Wash Businesses are sold to RAC pursuant to the forward purchase agreements.

Separately, RAC also entered into a non-binding Letter of Intent to acquire an additional eleven car washes by another leading car wash platform in Arizona. The eleven car washes consist of nine mature operational sites and two sites currently in development. There is no assurance that RAC will be successful in completing the purchase of any of the eleven sites.

Results of Operations for the three months ended and nine months ended September 30, 2016 and 2015

During the three months ended September 30, 2016, the Company generated $479 of revenues from its music business compared to 1,524 revenues for the three months ended September 30, 2015. Also, during the three months ended September 30, 2016, the Company generated $1,972,573 in revenues from its newly acquired car wash business. During the three months ended September 30, 2016 and 2015, the Company incurred general and administrative expenses of $1,258,851 and $344,321, respectively. The Company also incurred acquisition costs of $125,347 during the three months ended September 30, 2016. Marketing, advertising, and operational and production expenses of Latigo for the three months ended September 30, 2016 in the amount was $47,152. The Company had professional and legal fees related to complying with the Company’s SEC reporting obligations and consulting fees of $72,036 for the three months ended September 30, 2016..

During the nine months ended September 30, 2016, the Company generated $681 of revenues from its music business compared to $2,228 revenues for the nine months ended September 30, 2015. Also, during the nine months ended September 30, 2016, the Company generated $3,422,502 in revenues from its newly acquired car wash business. During the nine months ended September 30, 2016 and 2015, the Company incurred general and administrative expenses of $2,138,731 and $637,695, respectively. The Company also incurred acquisition costs of $733,179 during the nine months ended September 30, 2016. Marketing, advertising and operational and production expenses of Latigo for the nine months ended September 30, 2016 in the amount of $172,337. The Company had professional and legal fees relating to complying with the Company’s SEC reporting obligations and consulting fees of $158,548 for the nine months ended September 30, 2016.

Equity and Capital Resources

We have incurred losses since inception of our business in 2005 and, as of September 30, 2016, we had an accumulated deficit of $2,603,067. As of September 30, 2016, we had cash of $1,433,474 and a working capital of $937,719, compared to cash of $5,165,219 and a working capital of $5,152,265 at December 31, 2015. The decrease in cash and working capital was primarily due to the acquisition of the car wash businesses.

On February 18, 2015, the Company issued 317,392 shares of common stock valued at the price of $0.6177 in an agreement to convert $135,000 of the oldest notes payable and accrued interest of $61,060 which were owed to Mr. Yale Farar and Brooktide LLC. In connection with the completion of the Transaction, these shares were deposited into an escrow account for a period of 12 months as security deposit for certain indemnification obligations of the Company and Mr. Farar in favor of Coco Partners.

On March 17, 2015 Brooktide loaned the Company $55,500 in accordance with a Subordinated Convertible Promissory Note (“Note”) executed by the Company. Pursuant to the terms of the Note, this loan bears an interest rate equal to 6% per annum and is convertible at the option of the holder at any time into common stock of the Company at $0.47 per share. The Note is a demand note and may be paid at any time without premium or penalty. The outstanding balance on the Note is immediately due and payable without notice or demand, upon or at any time after the occurrence or existence of any one or more of the listed “Events of Default.” The proceeds of the Note were used to pay fees and expenses, to the extent such expenses are not deferred, and to continue to create viable entertainment assets in the music recording industry.

On April 16, 2015 Brooktide loaned the Company $7,000 in accordance with a Subordinated Convertible Promissory Note (the “April 16, 2015 Note”) executed by the Company. Pursuant to the terms of such note, this loan bears an interest rate equal to 6% per annum and is convertible at the option of the holder at any time into common stock of the Company at $0.47 per share. The April 16, 2015 Note is a demand note and may be paid at any time without premium or penalty. The outstanding balance on such note is immediately due and payable without notice or demand, upon or at any time after the occurrence or existence of any one or more of the listed “Events of Default.” The proceeds of the Note were used to pay fees and expenses, to the extent such expenses are not deferred, and to continue to create viable entertainment assets in the music recording industry.

On April 28, 2015, according to agreements between Brooktide and the Company, the principal balances under the Note ($55,500) and the April 16, 2015 Note ($7,000) were forgiven by Brooktide. Additionally, the accrued interest on the Note payable for the three months ended March 31, 2015 in the amount of $278 related to the Note was also forgiven by Brooktide.

As disclosed above, pursuant to the agreement for the Transaction, on May 7, 2015, the Company issued 7,625,000 shares of common stock and the Warrant in exchange for a cash payment of $3,050,000 from Coco Partners, LLC and on June 30, 2015 the Company issued an additional 7,625,000 shares for $3,050,000 in cash from Coco. The Company used some of the cash proceeds to pay off certain debts owed to related parties, including $250,000 for full satisfaction of certain debt owed to Brooktide, LLC and Mr. Yale Farar, and to use the remaining cash proceeds for general corporate purposes, including the expansion of the Latigo music publishing business and the investment strategy developed by Coco.

On August 16, 2016, the Company’s subsidiary True Blue Car Wash Corp. (“True Blue”) authorized the issuance of 150,000 restricted common stock shares of True Blue stock to Gateway Advisors, Inc. (“GA”), in exchange for the contribution of Intellectual Property by GA, including the non-exclusive right to use GA’s business plan and acquisition model for the roll-up of the car wash industry. These 150,000 restricted common stock shares of True Blue are subject to a vesting contingency which requires a liquidity event, defined as an effective initial public offering in an amount not less than $5,000,000, a sale of True Blue, or a merger of True Blue. Because of the inability, at this time, to estimate when, if ever, the Company would be able to meet any of the liquidity events for the shares to vest, the value for this issuance has been determined to be “de minimis.”

As discussed above, the Company recently completed the Transaction as part of an investment strategy by Coco to utilize the Company as an investment vehicle to acquire other operating companies with significant revenue and cash flow, which in turn may enhance the Company’s liquidity and capital resources. However, there is no guarantee that Coco and the Company will be able to identify a suitable target or otherwise execute such acquisition strategy successfully, and failure to do so may have a material adverse effect on our business and financial conditions.

To the extent that the Company's capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with certain investors, corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will provide any portion of the Company's future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its activities that it would otherwise seek to develop. This would have a material adverse effect on the Company. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

Critical Accounting Policies

From time to time, the FASB or other standards setting bodies will issue new accounting pronouncements. Updates to the Codification are communicated through issuance of an Accounting Standards Update (“ASU”).

We have adopted all applicable recently issued accounting pronouncements. The adoption of the accounting pronouncements did not have a material effect on our operations.

Off-balance Sheet Arrangements

Since our inception through ~~September~~March 31, 302017, ~~2016,~~ we have not engaged in any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

As a “small reporting company” we are not required to provide this information pursuant to Regulation S-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principle Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2016, were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. .27

~~Changes~~As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principle Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2017, were not effective because of material weaknesses in our internal control over financial reporting, described below, in Management’s Report on Internal Control over Financial Reporting. Notwithstanding the identified material weaknesses, management believes the financial statements included in this Interim Report on Form 10-Q fairly represents in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

~~There~~Changes ~~was no change~~ in ~~our~~Internal ~~internal control~~Control ~~over~~Over ~~financial~~Financial ~~reporting that occurred during the fiscal quarter ended September 30, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.~~Reporting

29Remediation Plan for Material Weakness in Internal Control over Financial Reporting

~~PART II~~With the oversight of management, the Company has begun to take steps and plan to take additional measures to remediate the underlying causes of the material weakness. With respect to ensuring the timely and accurate recording of accounting transactions and filing of our financial results, management has begun implementation of its remediation plan by hiring a controller who is knowledgeable of U.S. GAAP and SEC Rules and Regulations. This individual will help to oversee our accounting systems, design internal controls, ensure compliance, implement accounting policies and procedures, and implement process improvements, in order for the Company to report within the time periods specified under the Securities and Exchange Commission’s rules and forms.

~~Item~~Additionally, 1.as ~~Legal~~part ~~Proceedings~~of management’s remediation plan, management intends to:

~~There are no pending legal proceedings to which~~· ~~the~~Implement ~~Company~~a ormore ~~any~~robust ofaccounting ~~its~~policy ~~subsidiaries is a party, or~~ to ~~which~~document ~~any of its properties is~~ the ~~subject,~~accounting ~~that~~for ~~are~~complex ~~expected~~accounting transactions toin ~~have~~ a ~~material~~comprehensive ~~effect~~technical ~~on the Company’s business, financial position, results of operations or cash flows~~memorandum.

~~Item~~· Management ~~1A.~~will ~~Risk~~work, ~~Factors~~closely, with consultants to streamline activities and implement best practices to record accounting transactions.

~~This section is not required for a small reporting company.~~28

~~Item~~While 2.management ~~Unregistered~~is ~~Sales~~closely monitoring the implementation of ~~Equity~~this ~~Securities~~remediation plan, there is no assurance that the aforementioned plan will be sufficient and ~~Use~~that ofadditional steps ~~Proceeds~~may not be necessary.

~~None~~PART II

Item 31. ~~Defaults~~Legal ~~Upon Senior Securities~~Proceedings.

None

Item 1A. Risk Factors.

Not Applicable for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 17, 2017, Coco Partners, LLC, of which the CEO/President of the Company is the principal owner, exercised 100,000 of its vested warrants at an exercise price of $0.60 per share for a total of $60,000.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information.

~~None~~Not Applicable

Item 6. Exhibits.

Exhibit		Item
31.1*		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of 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

(a) Exhibits.

*Filed herewith.

Exhibit		Item

31.1*		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1*		Certification of 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

** Filed ~~Furnished~~ herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

30** Submitted electronically herewith, attached as Exhibit 101 to this report formatted in XBRL (Extensible Business Reporting Language).

~~SIGNATURES~~29

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SIGNATURES

	ROKWADER, INC.
Date: November 22, 2016	/s/ Robert Wallace
	Robert Wallace, Chief Executive Officer
Date: November 22, 2016	/s/ Robert Wallace
	Robert Wallace, Chief Financial Officer

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROKWADER, INC.

Date: June 15, 2017	/s/ Robert Wallace
	Robert Wallace , Chief Executive Officer

Date: June 15, 2017	/s/ Robert Wallace
	Robert Wallace , Chief Financial Officer

~~EXHIBIT INDEX~~30

Exhibit		Item
31.1*		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of 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

EXHIBIT INDEX

*Filed herewith.

Exhibit		Item

31.1*		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1*		Certification of 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

** ~~Furnished~~Filed herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

32** Submitted electronically herewith, attached as Exhibit 101 to this report formatted in XBRL (Extensible Business Reporting Language).

Filing Compare · TRUE BLUE HOLDINGS, INC.