RELATED-PARTY TRANSACTIONS	6 Months Ended
RELATED-PARTY TRANSACTIONS	Jun. 30, 2019
RELATED-PARTY TRANSACTIONS
NOTE 11 - RELATED-PARTY TRANSACTIONS	*Due from Parent Company* Rokk3r Labsleases office space, from a third party, which it shares with the Company through a verbal agreement. The Company pays for the rent expense and accordingly allocates Rokk3r Lab’s their share of the expense. During the six months ended June 30, 2019, the Company advanced Rokk3r Labs, its controlling shareholder, $41,986primarily for their share of the office lease. The advances are non-interest bearing and are payable on demand. At June 30, 2019 and December 31, 2018, the Company had $117,124 and $75,138 due from Rokk3r Labs, respectively. *Collaboration Agreement – Parent Company* On April 9, 2018, the Company entered into a collaboration agreement with Rokk3r Labs, the Company’s controlling shareholder (the “Collaboration Agreement”). Under the terms of the Collaboration Agreement, initially, Rokk3r Labs will provide the following services to the Company on a non-exclusive, as-needed basis: delivery support of products such as consultancy services and software development services; sales support and promotion for company building and consulting services; and promotional activity, events, branding, and marketing. Once the Company is ready to undertake some or all of these activities, Rokk3r Labs will narrow down the services it performs on behalf of the Company. Each party, based on its cost structure, will define the fees for the services to be provided and will invoice the other party for the services actually rendered on a monthly basis. The term of the Collaboration Agreement commenced on January 1, 2018 and has a term of two years. However, the parties may, by mutual agreement, terminate the Collaboration Agreement or renew it for an additional one-year period. In connection with the Collaboration Agreement, during the three and six months ended June 30, 2019, the Company recorded and $819,167 and $1,412,238 of consulting fees – parent, respectively, in connection with the Collaboration Agreement. In connection with the Collaboration Agreement, during the three and six months ended June 30, 2018, the Company recorded $750,000 and $1,500,000 of consulting fees – parent, respectively, and $250,000 of prepaid expense – related party in connection with the Collaboration Agreement. *Trademark License Agreement – Parent Company* On November 15, 2018, the Company entered into a Trademark License Agreement with Rokk3r Labs. Pursuant to which, Rokk3r Labs granted the Company and its subsidiaries, a limited, worldwide, non-exclusive, non-transferable, license to use the trademark ROKK3R in word form and in all style and design variations used to date by Rokk3r Labs or its authorized licensees, until November 12, 2019. The agreement may automatically renew for successive one-year terms unless terminated by either party. If a party elects not to renew the agreement, that party shall provide a notice of that intention to the other party at least 30 days prior to the renewal date. Pursuant to the agreement, the Company shall pay an annual fee of $120,000, payable on the anniversary of the effective date of the agreement. During the three and six months ended June 30, 2019, the Company recorded $30,000 and $60,000 of license fee expense, respectively.As of June 30, 2019, $15,000 of the license fee was accrued under accrued expense – related party, in the unaudited condensed consolidated balance sheet, in connection with the Trademark License Agreement. *Consulting Services Agreement* On June 21, 2018, a Consulting Services Agreement was signed between ExO Foundation, Inc. which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company, and Rokk3r Ops for the pre-purchase of $250,000 in future services such as consultants, advisors and speakers to be rendered by ExO Foundation, Inc, or through ExO Lever Network. The services are represented in vouchers to be used in the next two years (in the event of conversion into another instrument without expiration within such two-year period) or within Ten (10) years if the vouchers are not converted into another instrument. The vouchers are transferable and assignable. The $250,000 payment was recorded as prepaid expense – related party in the unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018. As of June 30, 2019, no service had been performed under the consulting agreement. *Stock Purchase Agreement* On November 2, 2018, the Company entered into a stock purchase agreement (the “SPA”) with ExO Foundation Inc., a Delaware public benefit corporation (“EXO”) which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company. Pursuant to the SPA, the Company agreed to issue and sell to EXO, 5,000,000 shares of the Company’s common stock in exchange for EXO and the Company entering into a Simple Agreement for Future Equity with Token Allocation (the “Safe-T Agreement”). Pursuant to the SPA, EXO agreed that during the 24 month period after the date of execution of the Safe-T Agreement, EXO will not directly or indirectly, sell or engage in any transaction that will result in a change in the beneficial or record ownership of 50% of the common stock issued to EXO pursuant to the SPA. Further, pursuant to the SPA, EXO agreed not to transfer any of the common stock issued to EXO pursuant to the SPA during the 24 month period after the date of execution of the Safe-T Agreement without first giving the Company written notice of such proposed transfer and allowing the Company the option to purchase the common stock at issue on the same terms as contemplated by such proposed transfer. The SPA includes customary representations, warranties and covenants by the Company and EXO and customary closing conditions. As of June 30, 2019, no shares of common stock had been issued in connection with the SPA. In July 2019, the Company issued the 5,000,000common shares (see Note 13). *Safe-T Agreement* On November 2, 2018, the Company and EXO which is owned and controlled by Salim Ismail, a member of the Board of Directors of the Company, entered into the Safe-T Agreement. Pursuant to the Safe-T Agreement, at EXO’s election, the Company has the right to purchase a number of units of CivX Tokens (each a “Token” and together the “Tokens”) to be used in a software network platform or application built by EXO and its affiliates, equal to the Purchase Amount, as such term is defined in the Safe-T Agreement and discussed below, divided by the Price Per Token, as such term is defined in the Safe-T Agreement and discussed below. Further, pursuant to the Safe-T Agreement, EXO agreed that if it conducts an Equity Financing as such term is defined in the Safe-T Agreement, prior to the termination of the Safe-T Agreement, EXO will issue to the Company a number of shares of EXO’s preferred stock equal to the Purchase Amount, as such term is defined in the Safe-T Agreement, divided by the price per share of the preferred stock sold by EXO in the Equity Financing. The Safe-T Agreement defines the term “Equity Financing” as a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which EXO issues and sells its preferred stock at a fixed pre-money valuation with aggregate proceeds of at least $5,000,000 (excluding any Simple Agreements for the Future Equity with Token Allocations, Simple Agreements for the Future Equity, or other convertible securities converting pursuant to the Equity Financing). The Safe-T Agreement defines the term “Purchase Amount” as follows: (a) the value of 5,000,000 shares of the Company’s common stock (the “Purchaser Shares”) to be either (i) the publicly traded price of the Purchaser Shares at the time of the calculation, with the express requirement that if the Purchaser Shares are then trading at over $3.00 then that will be the maximum value of the Purchaser Shares and if the Purchaser Shares are then trading under $0.64 then that will be the minimum value of the Purchaser Shares or (ii) if the Purchaser Shares are not publicly traded at such time, the value of such shares shall be the fair market value, up to but not exceeding $3.00 (referred to as the “Adjusted Value”); (b) with a discount rate of 85% to be applied to the Adjusted Value to determine the final value of the “Purchase Amount.” The Safe-T Agreement defines the term “Price Per Token” as the fair market value of an individual Token at the time of the Token Sale, as such term is defined in the Safe-T Agreement; provided, however, that if there is no public market for the Tokens at the time of the Token Sale, the price per Token shall be determined by an independent third party valuation firm or expert, as mutually agreed between Company and EXO. The Safe-T Agreement defines the term “Token Sale” as a bona fide transaction or series of transactions in which EXO elects to sell all of the Tokens to the Company pursuant to the Safe-T Agreement. The Safe-T Agreement will terminate upon either the earlier of the following (i) the issuance of all of the Tokens by EXO to the Company pursuant to the Safe-T Agreement (ii) the issuance of all of the shares in the Equity Financing pursuant to the Safe-T Agreement (iii) upon payment by EXO to the Company in the event of an occurrence of a Dissolution Event or Liquidity Event, as such terms are defined in the Safe-T Agreement or (iv) 24 months after the date of execution of the Safe-T Agreement. The Safe-T Agreement defines the term “Liquidity Event” as a change of control of EXO or an initial public offering by EXO. The Safe-T Agreement defines the term “Dissolution Event” as (i) a voluntary termination of operations of EXO; (ii) a general assignment for the benefit of EXO’s creditors; or (iii) any other liquidation, dissolution or winding up of EXO (excluding a Liquidity Event), whether voluntary or involuntary. Upon the occurrence of a Liquidity Event or a Dissolution Event, EXO will have to pay the Company a cash amount equal to the Purchase Amount. Upon the occurrence of the termination of the Safe-T Agreement pursuant to the 24-month expiration EXO will have to deliver to the Company either the Purchaser Shares, cash in an amount equal to the Purchase Amount or an amount of equity in EXO equal to the Purchase Amount. Pursuant to the Safe-T Agreement, the Company agreed that if Tokens are issued to the Company pursuant to the Safe-T Agreement, that the Company would not transfer 50% of such Tokens for a period of 12 months from the issuance of the Tokens. The Safe-T Agreement includes customary representations, warranties and covenants by the Company and EXO. As of June 30, 2019, the Company had not received any proceeds or issued shares in connection with the Safe-T Agreement (see Note 13). Rokk3r Flamingo, Inc. In accordance to ASC 323-10-35-20, during the six months ended June 30, 2019, Rokk3r Ops’ share of the Rokk3r Flamingo’s net loss was $19,736, however, Rokk3r Ops only recognized its share of the net loss equivalent to the basis in its investment in Rokk3r Flamingo, which was $350, and the Company discontinued applying the equity method since the investment is reduced to zero and Rokk3r Ops shall not provide for additional losses since Rokk3r Ops has not guaranteed obligations to Rokk3r Flamingo and has not otherwise committed to further financial support for Rokk3r Flamingo. The Company will resume such application after its share of the Rokk3r Flamingo net income equals its share of the net loss in Rokk3r Flamingo not recognized during the period the equity method was suspended (see Note 4). Ai Venture Builder, Inc. During the three and six months ended June 30, 2019, Rokk3r Ops provided services to Ai VB in the amount of $450,000 and $700,000, respectively, which was recognized by Rokk3r Ops as revenue from related party in accordance with ASC 323 and ASC 850 (see Note 4). In accordance to ASC 323-10-35-20, during the six months ended June 30, 2019, Rokk3r Ops’ share of the Ai VB’s net loss was $350,000, however, Rokk3r Ops only recognized its share of the net loss equivalent to the basis in its investment in Ai VB, which was $151, and the Company discontinued applying the equity method since the investment is reduced to zero and Rokk3r Ops shall not provide for additional losses since Rokk3r Ops has not guaranteed obligations of Ai VB and is not otherwise committed to further financial support for Ai VB. The Company will resume such application after its share of the Ai VB net income equals its share of the net loss in Ai VB not recognized during the period the equity method was suspended (see Note 4). B3riblock, Inc During the three and six months ended June 30, 2019, Rokk3r Ops provided services B3riblock in the amount of $15,484 and $19,396, respectively, which was recognized by Rokk3r Ops as revenue from related party in accordance with ASC 323 and ASC 850. As of June 30, 2019, $19,396 of these services remain unpaid and is included in the account receivable – related parties balance (see Note 4). In accordance to ASC 323-10-35-20, during the six months ended June 30, 2019, Rokk3r Ops’ share of the B3riblock’snet loss was $19,371, however, Rokk3r Ops only recognized its share of the net loss equivalent to the basis in its investment in B3riblock, which was $350, and the Company discontinued applying the equity method since the investment is reduced to zero and Rokk3r Ops shall not provide for additional losses since Rokk3r Ops has not guaranteed obligations toB3riblock and has not otherwise committed to further financial support for B3riblock. The Company will resume such application after its share of the B3riblock net income equals its share of the net loss in B3riblock not recognized during the period the equity method was suspended (see Note 4). Cargologik, Inc During the three months ended June 30, 2019, Rokk3r Ops provided servicesto Cargologik in the amount of $14,135 which was recognized by Rokk3r Ops as revenue from related party in accordance with ASC 323 and ASC 850 (see Note 4). In accordance to ASC 323-10-35-20, during the three months ended June 30, 2019, Rokk3r Ops’ share of the Cargologik’s net loss was $7,068, however, Rokk3r Ops only recognized its share of the net loss equivalent to the basis in its investment in Cargologik, which was $50, and the Company discontinued applying the equity method since the investment is reduced to zero and Rokk3r Ops shall not provide for additional losses since Rokk3r Ops has not guaranteed obligations of Cargologik and is not otherwise committed to further financial support for Cargologik. The Company will resume such application after its share of the Cargologik net income equals its share of the net loss in Cargologik not recognized during the period the equity method was suspended (see Note 4).

Rokk3r Inc. 10-Q