0001144204-07-010041.txt : 20070226 0001144204-07-010041.hdr.sgml : 20070226 20070226163903 ACCESSION NUMBER: 0001144204-07-010041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070223 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROKWADER, INC. CENTRAL INDEX KEY: 0001322952 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 731731755 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51867 FILM NUMBER: 07649687 BUSINESS ADDRESS: STREET 1: 23950 CRAFTSMAN RD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: (818)224-3675 MAIL ADDRESS: STREET 1: 23950 CRAFTSMAN RD CITY: CALABASAS STATE: CA ZIP: 91302 8-K 1 v067033_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 23, 2007

ROKWADER, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-125314	73-1731755
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	23950 Craftsman Road, Calabasas, CA 91302
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(818) 224-3675

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

See Item 2.03 below, incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 4, 2006, the Company and its President, Yale Farar, executed a Second Amendment to the Agreement to Advance Funds dated September 21, 2005, between Mr. Farar and the Company (the “Agreement”), which Second Amendment allows the Company to direct Mr. Farar to advance up to an additional $100,000 to the Company. Pursuant to the Agreement, as previously amended, the Company has previously executed promissory notes in favor of Mr. Farar totaling $120,000. On February 23,2007, the Company and Mr. Farar executed an additional promissory note for $50,000 (the “Note”), bringing the total funds advanced pursuant to the Agreement, as amended, to $170,000.

The proceeds of the Note will be used to pay fees and expenses, to the extent such expenses are not deferred, arising from the Company’s compliance with its public reporting requirements and from the completion of any registration statement, proxy filing or other action that may be required to effect a business combination as described in the Company’s Plan of Operation, as set forth in the Company’s Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission (“SEC”) on February 9, 2007 and as described in the Company’s Post-Effective Amendment No. 1 Form SB-2, filed with the SEC on February 21, 2007. Pursuant to the terms of the Agreement, as amended, and the Note, this loan is on an interest-free basis and, absent an “Event of Default,” is payable only upon consummation of a business combination. Upon consummation of a business combination, the proceeds thereof may be used to repay such loans or the Company may seek to have the other party to the business combination complete the repayment of such loans from other funds. The obligation under the Note may be prepaid at any time prior to its due date, without premium or penalty. The outstanding balance on the Note is immediately due and payable without notice or demand, upon or at anytime after the occurrence or existence of any one or more of the listed “Events of Default,” including failure to complete a business combination prior to May 2, 2007.

Item 6.

Exhibits.

(a) Exhibits.

Exhibit	Item

10.2.1	Promissory Note in the amount of $50,000 dated February 23, 2007 in favor of Yale Farar for loan provided in accordance with the Second Amendment to the Agreement to Advance Funds.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ROKWADER, INC.

Date: February 26, 2007		/s/ Yale Farar
		Yale Farar, President (Principal Executive Officer)


Date: February 26, 2007		/s/ Mitchell W. Turk
		Mitchell W. Turk, Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Index

Exhibit	Item

10.2.1	Promissory Note in the amount of $50,000 dated February 23, 2007 in favor of Yale Farar for loan provided in accordance with the Second Amendment to the Agreement to Advance Funds.

EX-10.2.1 2 v067033_ex10-21.htm

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

PROMISSORY NOTE

$50,000.00	Los Angeles, CA
	February 23, 2007

FOR VALUE RECEIVED, Rokwader, Inc., a Delaware corporation (the "Company"), promises to pay to the order of Yale Farar, an individual (the "Holder"), the principal amount of $50,000.00, payable upon the consummation of a business combination between the Company and an entity to be identified ("Due Date"), in relation to the Company's registration and offering of shares of common stock pursuant to Rule 419 promulgated under the Securities Act of 1933. The principal amount shall not bear any interest.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

1. Agreement to Advance Funds. This Note is being issued pursuant to the terms of the Agreement to Advance Funds entered into by and between the Company and the Holder and dated September 21, 2005 (the "Agreement"), the Amended Agreement to Advance Funds entered into by and between the Company and the Holder and dated May 10, 2006 (the “Amended Agreement”), and the Second Amended Agreement to Advance Funds entered into by and between the Company and the Holder and dated December 4, 2006 ( the “Second Amended Agreement”).

2. Payments. All payments of principal in respect of this Note shall be made in lawful money of the United States of America in same day funds at the principal office of the Holder, or at such other place as Holder may designate in writing. Each payment made hereunder shall be credited to outstanding principal due.

3. Prepayment Privilege. This Note may be prepaid at any time, without premium or penalty.

4. Events of Default. All liabilities of the Company under this Note shall be 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 following "Events of Default":

(a) A proceeding shall have been instituted in a court having jurisdiction over the Company seeking a decree or order for relief in respect of Company in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law and such involuntary case shall remain undismissed or unstayed and in effect for a period of sixty (60) consecutive days, or Company shall commence a voluntary case under any such law or consent to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or other similar official).

(b) The Company shall have filed a notice of withdrawal of the Company's registration statement on Form SB-2 with the Securities and Exchange Commission (the "SEC"); or

(c) The Company shall have failed to complete the contemplated offering within 6 months from date of the prospectus contained in registration statement on Form SB-2 as declared effective by the SEC.

(d) The Company shall have failed to complete a business combination prior to May 2, 2007.

5. Successors and Assigns. The rights and obligations of the Company and Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. The Company may not assign its obligations hereunder without the consent of the Holder; the Holder may assign its rights, interests or obligations hereunder, in whole or in part.

6. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and Holder.

7. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier or personal delivery at the respective addresses of the parties as set forth on the register maintained by the Company. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when received.

8. Expenses; Waivers. If action is instituted to collect this Note, the Company promises to pay all costs and expenses, including, without limitation, reasonable attorneys' fees, and costs, incurred in connection with such action. The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

9. Governing Law. This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California, or of any other state.

10. Waiver of Jury Trial. To the fullest extent permitted by applicable law, the Company and the Holder hereby irrevocably and expressly waive all right to a trial by jury in any action, proceeding, counterclaim (whether based upon contract, tort or otherwise) arising out of or relating to this Note, or other documents entered in connection herewith or the transactions contemplated hereby.

11. Headings. The headings of the sections and subsections of this Note are inserted for convenience only and do not constitute a part of this Note.

12. Severability. In case any one or more of the provisions contained in this Note shall be deemed invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13. Miscellaneous. In the event the Holder at any time discovers that this Note contains an error which was caused by clerical mistake, calculation error, computer error, printer error, or similar error, the Company agrees, upon notice from the Holder to execute any amendment or modification hereto that is necessary to correct any such errors, and the Company also agrees not to hold the Holder responsible for any damage resulting from such error. If this Note is lost, stolen, mutilated or destroyed, and the Holder delivers to the Company an indemnification in the Company's favor, signed by the Holder, the Company will sign and deliver to Holder, a note identical in form and content which will have the effect of the original Note for all purposes.

IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and delivered as of the day and year first above written.

ROKWADER, INC.

Name:

Mitchell Turk

Title:

Secretary