RSAU~~The “Annual Report – RSAU December 31, 2020 Audited Financial Statements and Footnotes” are incorporated by reference
and were filed with OTCIQ on February 26, 2021. They were audited by Assurance Dimensions, a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB),
Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications
section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal
year-end date and Semi-annual Reports within 45 days of each fiscal quarter-end date.
5) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include
the following:
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
Plan of Operation: Issuer’s Plan of Operation for the next twelve months:
Despite the limitations and challenges to operations brought about by the COVID-19 pandemic and the resulting responses from
governments aimed at keeping their citizens safe and health, Rooshine, Inc. has continued to make progress over the course of this
reporting period ending on December 31, 2020, and into Q1 of 2021, on the Company’s initial product launch.
The audits of the Company’s December 31, 2020 and 2019 financial statements has been completed and disclosed to the market. Having
two years of audited statements is a significant step forward for Rooshine, has provided existing and potential investors with a greater
level of confidence and, as will be discussed further below, has opened up access to credit.
The Company no longer has any convertible debt as noted in Section B (above) of this Annual Report.
In Q4 of 2020 the Company secured $400K in private placement investment with an additional $300K of private placement investment
made in Q1 of 2021. The Company’s management is in negotiations with additional potential investors.
Rooshine, Inc has purchased 4 additional 200-liter barrels of 4-year-old Whisky at 69% ABV to add to the 52-barrel
purchase announced on November 13th of 2020, and subsequent to this year-end reporting period, acquired an additional 150 barrels
of premium 4-year-old whiskey at 68% ABV stored in premium Kentucky Bourbon Barrels. This brings the Company’s total barrel
inventory to 215. with and insured value of $2,519,035.00. The goal of this program is several-fold, but the primary and secondary
intentions are (1) to strengthen the Company’s balance sheet with an appreciable asset base and (2) to provide a potential secondary
line of business in the fine spirits auction market with limited releases.
Subsequent to this year-end reporting period, the Company has secured a revolving line of credit and will use this line of credit to secure
additional barrel inventory over the course of 2021 dispensing of the liability with revenue from sales of Rooshine product and limited
release events.
Subsequent to this year-end reporting period, the Company has executed an agreement with Derbyshire Distillery in the United Kingdom
whereby Derbyshire will package Rooshine Spirits and sell those packaged goods via Derbyshire’s existing distributions channels, and
the Company will provide Derbyshire with bespoke aged Whisky and Rum in bulk for their own brand. As part of this agreement
Derbyshire Distillery will be selling Rooshine products through their existing distribution channels across the UK, and Rooshine
products will also be available via their website for customers internationally. To that end, Derbyshire is in possession of and will begin
bottling the 3 IBC’s of Rooshine product reported to the market in our Q3, 2020 Disclosure, which include a 1,000 Liter IBC of Dark
Rum, a 1,000 Liter IBC of Spiced Rum, and a 1,000 Liter IBC of Whisky. Derbyshire will begin packaging this product at the end of
March 2021.
OTC Markets Group Inc. Page 8 of 14
Subsequent to this year-end reporting period, the Company has executed an agreement with a Canadian company to enable the sales
and distribution of Rooshine's products throughout Canada through a licensed distillery. This Canadian company is also launching its
own brand of custom aged spirits supplied by Rooshine, Inc, that will be available throughout Canada, US and UK Markets in the
coming months.
Management's Discussion and Analysis of Financial Condition and Results of Operations:
For the years ended December 31, 2020 and 2019.
Revenues:
The Company has devoted substantially all its efforts towards establishing new business opportunities under the bespoke spirits
product lines. There has been no revenue generated from spirit sales during the periods ended December 31, 2020 and 2019.
Company Management expects operating revenues from product sales beginning in Q2 2021 which will reflect the new brand
license agreement and Change of Control Agreement. All phases of the business have been negotiated from supplies to distillation to
bottling to distribution and sales. However, as noted above, the Company’s ability to realize initial product launch in Q2 of 2021 is
entirely contingent upon securing adequate funding including a revolving line of credit.
Operating Expense:
Through December 31, 2020 and 2019, the Company had a Negative Net Worth of $1,438.813 and $3,254,840. There are
continuing operating losses although these losses have been significantly reduced.
The $144,754 in net profit for December 31, 2020 was mainly: Derivative gains of $131,593, Gains on debt settlements of
$154,504, offset by Interest expense of $27,269; Amortization of debt discount of $20,668; and $93,405 in operating expenses related
to running a public company.
The $795,286 in Net Loss for December 31, 2019 was mainly: Interest Expense $174,587; Amortization of debt Discount
$72,027; $91,667 in Investor Relations, Compensation for past services $484,320 and $93,194 in expenses related to running a public
company offset by Derivative gains $120,508;
As Company described in the SEC filing in July 2018 and each quarter in the Information and Disclosure statements filed with
OTC Markets, certain persons have been helping the Corporation through management or providing goods or services. These services
and other help were to be compensated at the conclusion of the Reg-A offering. Letters were sent to these individuals as early as April
4, 2018 notifying these individuals of our intent to compensate once adequate funding is received through revenues or otherwise. The
Board deems the REG-A offering concluded.
In the past 12 months, monies have been received and additional shares have been issued to several investors, for money
received, who are committed to the Corporation’s future. In 2020, most of the convertible debt was been retired with funds from these
investments. In 2019. the Board determined the amount of cash and number of shares to issue to certain helpful persons. The
shareholders holding this majority of shares supported the Board’s resolution to accrue $2,150,000 in cash compensation and
559,600,000 restricted common shares of Rooshine, Inc. to these individuals to formalize Company’s intent to compensate them once
adequate funding is received through revenues of otherwise. These were both booked and expensed in 2019 and 2018. The cash portion
of $2,150,000 is reflected in the Balance sheet as Accrued expenses. The Share portion of $783,440 (559,600.000 shares at $0.0014)
was reflected in the 2019 Balance sheet in as Accrued common stock payable. These shares were issued in July 2020.
As described above, Management has taken definitive action and continues to implement changes designed to improve the
Company’s financial results and operating cash flows. Management believes that these actions enable the Company to improve future
profitability and cash flow in its continuing operations through 2020 and beyond. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of the Company’s ability to continue as a going concern.
Income/Losses:
OTC Markets Group Inc. Page 9 of 14
Net income (loss) for the years ended December 31, 2020 and 2019 was $144,754 and ($795,286). The 2020 profit includes
$229.096 in profit realized through debt settlement and $57,000 in the related reductions on derivatives liabilities, off-setting costs due
primarily to interest and maintaining the public company. The 2019 loss is due primarily to compensation, interest and maintaining the
public company. The details are described above. Company expects that it will become profitable resulting from the new business
initiatives. However, there can be no assurance that Company will achieve or maintain profitability, or that any revenue growth will
take place in 2021 and the future.
Impact of Inflation:
We believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary
increases in the cost of operations by increasing sales and improving operating efficiencies.
Liquidity and Capital Resources:
During the periods ended December 31, 2020 and 2019, net cash flows required by operating activities were $145,228 and
$203,909, due primarily to financing activities, the cost of maintaining the public entity and interest. Cash on hand as of December
31, 2020 and 2019 was $407,442 and $10,919 in the prior year. On the short-term basis, with anticipated growth, we will be required
to raise significant additional funds over the next 12 months to support operations. On the long-term basis, we may need to raise capital
to grow and develop our new businesses. The Reg-A offering provided little operating capital for our prior needs. However, if we are
unable to raise additional needed funds on an acceptable basis, we may be forced to cease operations.
COVID 19 - Management has concluded that the COVID-19 outbreak in 2020 may have a significant impact on business in
general, but the potential impact on the Company is not currently measurable. Due to the level of risk this virus may have on the global
economy, it is at least reasonably possible that it could have an impact on the operations of the Company in the near term that could
materially impact the Company’s financials. Management has not been able to measure the potential financial impact on the Company
but will review commercial and federal financing options should the need arise. Factories are shuttered causing commodity scarceness
with price increases of 25% and more if it is even available.
Unfortunately, the Covid-19 pandemic has also hampered Rooshine’s prospects of generating significant revenues, for 2020
and beyond. Company will need to seek additional and creative forms of financing to fund our future opportunities. Proceeds from the
2018-2019 Reg-A offering were expected to be sufficient to fund these initiatives. But that was not the case. We terminated our Investor
Relations Advisor and Investment Banker, Otis Fund, LLC (Vic Wexler) in October 2019. Company has faced difficulty in raising funds
to aid in the execution of their business plan. We believe this was primarily due to the existence of numerous convertible notes that were
on the books. However, as noted above, as of Q3 of 2020, Company has disposed of and/or settled most of its convertible debt as
footnoted in Section C of this Semi-Annual Report.
As Company described in the SEC filing in July 2018 and each quarter in the Information and Disclosure statements filed with
OTC Markets, certain persons have been helping the Corporation through management or providing goods or services. These services
and other help were to be compensated at the conclusion of the Reg-A offering. Letters were sent to these individuals as early as April
4, 2018 notifying these individuals of our intent to compensate once adequate funding is received through revenues or otherwise. The
Board deems the REG-A offering concluded.
In the past 12 months, monies have been received and additional shares have been issued to several investors, for money
received, who are committed to the Corporation’s future. Most of the convertible debt has been retired with funds from these
investments. In 2019 the Board determined the amount of cash and number of shares to issue to these helpful persons. The shareholders
holding this majority of shares supported the Board’s resolution to accrue $2,150,000 in cash compensation and 559,600,000 restricted
common shares of Rooshine, Inc. to these individuals to consummate Company’s intent to compensate them once adequate funding in
receives through revenues of otherwise. These were both booked and expensed in 2019 and 2018. The cash portion of $2,150,000 is
reflected in the Balance sheet as Accrued Expenses. The Share portion of $783,440 (559.600,000 common shares times $0.0014) was
reflected in the Balance sheet as Accrued common stock payable and issued in July 2020.
The Company was formed under the laws of the State of Nevada in April 1998. The Company's business is currently focused
on the importation, distribution and sale of alcoholic spirits. On April 1, 2018, the Company entered into a Brand Licensing Agreement
with International Spirits Vault, LTD, (ISV) to be the exclusive distributor of ISV's Rooshine brand of spirits in North America. ISV
created the Rooshine brand to develop a bespoke line of Spirits using proprietary technology. These Bespoke Spirits are distilled in
wooden barrels using a unique flavoring and aging system. Rooshine has secured whiskey distillation in Scotland.
OTC Markets Group Inc. Page 10 of 14
B. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of such entity’s business, contact
information for the business, officers, directors, managers or control persons. Subsidiary information may be included by
reference
Rooshine, Inc. has no subsidiaries, however, International Spirit Vault, LTD is owned and controlled by Rooshine's Chairman
of the Board and substantial Shareholder, Leslie B. McCall. Mr. McCall is the inventor of the processes licensed to Rooshine.
C. Describe the issuers’ principal products or services, and their markets
Rooshine’s brand of bespoke spirits are produced with the finest ingredients
and custom recipes sourced from around the world. The spirits are aged and infused
with flavor naturally, where necessary, using an exclusive copyrighted aging process
and system. Some examples include: - Rooshine Dark (Dark Rum), Rooshine Mutiny
(Spiced Rum), Rooshine First Mate (Belgium Whisky), Rooshine Nectar (Honey
Infused Whisky), Rooshine Flame (Brandy Rum), Rooshine Iceberg Blue (Triple
Distilled Vodka; available in a variety of flavors), Rooshine Gin (Triple distilled and
available in a variety of flavors).
Rooshine has two different packaging options currently available for the
spirits: a shrink-wrapped bottle (available in 700ml and 750ml) and an Eco-Friendly Pouch available in a standard 1 Liter size.
Distribution methods of the products or services:
Distribution methods differ within each product grouping. The Company intends to use a multitude of distribution outlets
including product representatives, distributors, direct sales, social media and others as are appropriate. We have a signed Distribution
Agreement with a large, international distributor, Park Street Imports, LLC. Park Street will receive container quantities of Rooshine
in the USA and Europe for sale to their world-wide network of wholesalers. The Company has also executed an agreement with
Derbyshire Distillery in the United Kingdom package Rooshine products and sell those products through their existing distribution
channels in the UK and Europe. The Company is in discussion with numerous other distributors and customers in the USA, the UK,
Australia and Asia.
Status of any publicly announced new product or service:
The Company will continue to announce all new services and products as listed. The Company did release a series of press
releases in 2020 and 2019 identifying key product initiatives including series of bespoke spirits under the Rooshine brand with revenues
likely beginning in 2021.
Additionally, the Company announced the launch of the Distillery Survival Fund on October 15, 2020. Due to the current
COVID-19 pandemic, the ability of small-batch distilleries worldwide to produce their craft spirits has been negatively impacted due to
mandated shutdowns and the safety of their workforce. In many cases, these distilleries have refocused their efforts to aid in supplying
their communities with much needed sanitizing products to combat the spread of the virus. This has directly affected the productivity
and financial viability of these craft distilleries, leading to greatly reduced access for consumers to their products. In direct response to
this, Rooshine Inc. is proud to be able to support small-batch craft distilleries through the development of a new program called the
“Distillery Survival Fund”. Rooshine, Inc. has secured access to a stockpile of spirits that we have been thoughtfully aging for future
release (ranging in age from 0 to 20). In collaboration with industry partners, Rooshine, Inc can make these products available to small
batch distilleries worldwide to partner with them as we collectively recover from this global pandemic. The Company believes smallbatch craft distilleries are the heart of the spirits industry and the team at Rooshine, Inc. will not let them stand alone during their time
of need. We are engaged in active discussions with several potential clients to supply them with a range of spirits. We are offering no
upfront fees and flexible payment terms.
Competitive business conditions, the Issuer’s competitive position in the industry, and methods of competition:
Competition within the industry varies with the products. The market for Bespoke Spirits is mature but new, high quality
offerings are received quite well. The Barrel Bank offering is quite unique. The Rooshine brand of bespoke spirits could bring the first
substantial revenues to Rooshine beginning the in 2020.
Sources and availability of raw materials and the names of principal suppliers:
OTC Markets Group Inc. Page 11 of 14
All the raw materials Company needs are readily available on the world market. There are literally thousands of suppliers for
our basic materials. Distillation of bespoke spirits using our proprietary aging and flavoring processes can be contracted to hundreds
of distilleries. Rooshine has ongoing negotiations with many world-renowned distillation companies including some in the top-ten of
international distilleries. Bottling can be accomplished in any of the thousands of bottling companies world-wide.
Dependence on one or a few major customers:
Our products do not lend themselves to a few or a single customer. The Bespoke Spirits market is wide open.
Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration:
While the Company does not directly control any patents, trademarks, licenses, franchises or royalty agreements, we have
signed an amended exclusive Brand License Agreement with The International Spirit Vault Ltd (ISV), who controls significant
intellectual property. Successful release of this new Rooshine Brand of bespoke spirits should greatly influence the competitiveness of
our product offerings.
The need for any government approval of principal products or services. Discuss the status of any requested government approvals.
The Company is required to have approval and licensing of most of our products. Our Bespoke Spirit offerings would routinely
require government approval. Company management anticipates no problem in securing said approvals when needed.
6) Issuer’s Facilities
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or
leased by the issuer.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal
plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or
control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations
on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
Rooshine currently has no distillation nor bottling facilities. Distillation of the Bespoke Spirits is initially being contracted out
with The International Spirit Vault Ltd (ISV), supplying the sachets required for our proprietary aging and flavoring methodologies.
Bottling will also be contracted to the multitude of bottling companies world-wide.
Rooshine has no physical facilities. We have engaged suppliers, distillers and distributors each of whom have enough
facilities to fulfill our needs. Our corporate office is 105 Pine Creek Trail, Ormond Beach, FL.
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