ROSCA Executes Agreement for Acquisition of Secure Path Technology LLC

SAN DIEGO--(BUSINESS WIRE)--

Rosca, Inc., a Nevada corporation RSCA (the “Company”) executed an Agreement and Plan of Merger with Secure Path Technology LLC (“Secure Path”), for the acquisition by the Company of 100% of the outstanding membership interests in Secure Path, in exchange for Four Million Six Hundred Fifty Thousand (4,650,000) shares of the Company’s common stock.

Secure Path is the largest Registration Agency for the International Standard Audiovisual Number (“ISAN”) in North America and is the exclusive global Licensing Agency providing commercial access to the ISAN database.

ISAN is an ISO (International Standards Organization) standard which provides a unique, permanent and internationally recognized reference number for the identification of every audiovisual work, including film, television, online and mobile content, regardless of the format in which the work is distributed (e.g. theatrical, DVD, streaming media). The ISAN code was developed to be the identifier for the audiovisual (AV) industry’s supply chain, just as the ISBN code is the unique identifier for publications and the foundation for all tracking (e.g. distribution, inventory, royalties) for the global publishing industry.

The ISAN standard was initiated in order to make more efficient the process of identifying audiovisual works, and significantly enhance their ability to collect, distribute and/or receive royalties and residuals.

Secure Path holds two seats on the 12 member Administration Committee which oversees ISAN-IA, with responsibilities including budget, policy and the approval of new Registration Agencies. Secure Path also holds one seat on the three-member Executive Committee, which has direct oversight of ISAN International Agency’s personnel. This new governance structure ensures that Secure Path will be integrally involved in guiding the development of the standard in a way that is amenable to the markets the Company serves, and commercially viable.

The agreement to acquire Secure Path is contingent upon completion of an audit of Secure Path’s financial statements.

The agreement to acquire Secure Path includes the following terms, among other items:

• Appointment of two (2) of Secure Path’s nominees to the Company’s 3-member Board of Directors; and
• Each member of Secure Path entering into an agreement whereby the shares of the Company issued in the acquisition shall be subject to a lock-up for no less than one (1) year.

NOTE: The information contained in this press release contains forward looking statements which are based on the current expectations of the management of Rosca, Inc. only, and actual results may differ materially. For a more detailed discussion of risks and other factors related to Rosca, Inc., please refer to its Form 10-K and Form 10-Q reports, as filed with the U.S. Securities and Exchange Commission.